Marvel Crossroads 2: A Thousand Roads
by aspiringactor
Summary: It's been seven months since the mutant revolution, and things are looking up for our favorite wall-crawler. He's got a new job, a new apartment, and new team. not to mention a super-powered, super-girlfriend. But If he thought things were bad before... Please Read and Review!
1. Chapter 1: Brand new day

Marvel Crossroads 2: A Thousand Roads

xxxxxxxxxxxxxxxxxxxxxxxxxxxx ******Part 1:********M'Kraan **xxxxxxxxxxxxxxxxxxxxxxxxxxxx

Chapter 1

"So...what's this guy's story again?" Kitty asked as she sent Otto Octavious reeling with a kick to the face, and a follow-up strike to the stomach.

"Mad at me for some reason," said Peter, as he wrestled with two of Ock's tentacles as they Attempted to cut him in two, "I might have trashed his lab or something while fighting the Goblin. Ruined his career or something like that."

"Gotcha," she replied as she caught one of the tentacles before it could wrap itself around her. "Let me guess," she continued, "now he wants revenge?"

"Yep," he replied. "Hey, Ock! I got a fruit bowl if you ever need a haircut!" he taunted as he wormed his way out of the grasp of the tentacles.

"Quit your prattling and die insects!" Octavious shouted as Kitty phased out of his grip.

"Spiders are arachnids!" they both replied. Octavious simply yelled and attempted to grab them with his metallic appendages once more. Kitty simply took Peter's hand and allowed the arms to pass right through them.

"What?" Octavious growled as his metallic arms slumped to the ground. Their circuits had been disrupted by phasing through the two heroes.

"How is he this stupid?" Kitty asked as she webbed Ock's mouth shut, "He's a doctor."

"I've been asking myself that for years," Peter replied as he webbed the tentacles together. He took one look at the clock and said, "I gotta get to work. Why don't we go out for dinner later?"

"I've got an appointment," she said with a scratch of her masked head, "Can't. How 'bout we meet out at our special spot later on? Round seven?"

"It's a date," he replied before he shot into the air and began to swing from the building roof tops. He paused for a quick change of clothing on a rooftop before heading down to street level. A few brisk moments later he entered the New York centre for Genetics and Mutations Research, the New York G/M R centre, for short.

It was funded by Oscorp, which was run by Norman Osborne. Harry Osborne had been one of Peter's friends at one point, but they had fallen apart a couple of months ago. To the best of his knowledge, Harry was now working in Los angeles, and dating Mary-Jane Watson, Peter's old girlfriend.

Peter had run into Norman Osborne a couple of times, and was remembered as 'that kid who made harry pass high-school.' Peter was to be given to a new boss today. He didn't know who, just were he was supposed to go, the top floor. His supervisor had told Peter that his new boss liked to be kept anonymous until he met Peter in person. ___Must be a recluse or something. _He really didn't mind. After J Jonah Jameson's world-famous temper, he could handle anything. He smirked a little as he walked into the dressing room, opened up his locker, stuffed his bag inside and pulled out and donned his lab coat, before shutting and locking the locker once more.

He smirked to himself as he passed through the main lobby. It was today, thirteen months ago that he had first started to get to know Kitty Pryde. Over a school assignment___, no less. _He pressed the button to open the elevator door. The doors chimed open. Inside was Dr Micheal Morbius, one of Peter's supervisors and the liaison with Norman Osborne.

"Morning," said Peter. Morbius said nothing.

_****__**How rude, **__**Peter mumbled. **_

_****__**GAH! Don't do that Peter! I nearly fell on someone! **_Kitty replied across their telepathic link.

_****__**Yeah right, **_said Peter,**____****you were the one listening in.**

_****__**Shut up, **_she replied, **____****I need to concentrate.**

_****__**Same here, **_He said as the doors opened and Morbius exited, **____****And it's gonna be hard with this super-sexy voice in my head. **She giggled.

They had gotten good at keeping in contact with one another, so far they could reach each other over ten miles without difficulty. With a lot of concentration, they could reach over a hundred miles, but that required going into a meditative state with no interruptions. The doors chimed open and Peter walked onto the top floor, and over to the receptionist's desk.

On the desk was a name plaque that read 'Natasha Romenoff'. Behind the desk sat a woman with blood-red hair. She looked to be about twenty-five and very bored. She was dressed for business, with simple black pants and a white shirt with long sleeves. Something triggered his spider-sense, but not to an imposing threat.

___Must be my nerves_, he thought to himself.

"I'm supposed to be getting a new boss today?" Peter said tentatively.

Natasha looked up and said in a monotone voice, "name?"

"Peter Parker," he answered.

She took one look at him and said, "come with me." She lead him through the hall. Oddly, there weren't any other people working on this floor, so Peter began to wonder what was going on. Natasha lead him to a door and entered a code, and the door opened with a hiss.

"Top of the line security," she said, "don't want anyone getting what's in here." Inside, the room was a mess. Papers were everywhere, cups littered the floor. A haggard-looking man stood facing the opposite wall, looking at a whiteboard with equations all over it.

Peter recognized some of the equations, they were genetic sequencing codes. Somewhat similar to the ones he had studied after he had been bitten by the genetically altered spider.

"Doctor?" Natasha said pleasantly.

"Hm?" the man replied, not even bothering to face them.

"Your new assistant is here. Peter Parker," Natasha said. The man turned to face them. He resembled the room in many ways. His hair was messy, and he needed a shave. His Lab coat was stained with overuse. What caught Peter's attention, was the name badge on his coat. Through the grime, Peter could just make it out enough to read it. It read: 'Dr Bruce Banner.'

**__****Great, my new boss is the incredible Hulk.**

_****__**WHAT? **_was Kitty's response.


	2. Chapter : Preperation

**_A/N: What do you think of the cover photo?_**

Chapter 2

"Pleasure to meet you," said Peter as he stuck out a hand for Banner to shake. Which he didn't, instead casting nervous glances from Natasha to Peter.

"Well," said Natasha in a monotone voice, "I will let you two get to it." She turned and walked out the door, closing it with a hiss.

"Dr Ross!" Banner called out as he resumed his observation of the whiteboard. Seconds later, a woman in her mid-thirties appeared out of another room. Her dark brown hair was greying at the edges.

"You must be our new assistant," she said after taking one look at Peter, "come with me." She lead him into the room from which she had just come from, and Peter followed. She closed the door behind him.

"Now," she said sternly, "what do you know about Dr Banner?"

"He is...or was...a respected nuclear scientist working on experimental tech until a few years ago," Peter replied. "There was an accident. A Gamma bomb went off, and it changed his cell structure. Now.."

"Whenever he gets mad he turns into the Hulk," Dr Ross whispered quietly, "He is very touchy about the subject. Best not to mention it. Osborne allows him to work here as a favour, it keeps him calm as he looks for a cure."

"I understand," Peter replied.

"You will be working with me mainly, as Bruce likes to be left alone while he works," said Dr Ross.

"understood," said Peter, "What will I be doing?"

"Your professor's said that you excelled in cross-species genetics. We have been trying to develop a cure through that particular field. You will be assisting me in analyzing DNA."

"Okay," Peter replied, "Shall we get started?"

Dr Ross smiled slightly, "Eager much?" Before pressing a button on a remote, and a screen popped up on a wall, showing genetic sequences.

"Looks like a Bear's code," said Peter, once he studied the lettering, "Grizzly, if I had to hazard a guess."

"Correct," said Dr Ross as she pushed another button. The display switched to another set of codes. Ones that Peter knew very well.

"Spiders," he said, "not one in particular, but a combination of several species."

"Correct again," Dr Ross replied. "Now, we need to isolate the Gene that causes aggression."

"That sounds like fun!" said Peter.

"Yes. Luckily, Oscorp has provided us with a means," She pressed the button a third time, and a video screen popped up, showing a slimy black substance. "This crashed to earth in a meteor several years ago. As far as we can tell, it has the ability to target an organism's base traits like aggression and compassion, and amplify them."

"And you want to use it to isolate the sequence in Dr Banner's DNA that causes aggression?" Peter asked.

His stomach lurched as he recognized the substance. It bared an uncanny resemblance to the 'venom' symbiote, but was a dark green, not black. Best to cautious.

"Correct, Mr Parker," Dr Ross replied, "But first we need to clone the specimen. Osborne says the original is to valuable to spend on trials." She lead him into a third room, which contained an assortment of equipment. On a desk in one corner was a glass jar that contained a small sample of the specimen.

"Lets get to work," said Dr Ross. He sat down by one of the microscopes, inserted a slide of the organism's DNA and began to examine it.

Hours ticked by as he attempted to discern the genetic properties of the organism before him. The sun had already begun to set by the time he left the building.

He still had another hour before he was supposed to be meeting Kitty, so he decided to go out for a little swing time after grabbing a bite to eat.

As he sat perched on a ledge, a wave of uncertainty hit him. But what did he have to be uncertain about? He pondered this until his thoughts were interrupted by the arrival of Johnny Storm, the Human Torch, who landed beside him with a _WHOOSH!_.

As the flames died out, Peter took notice of Johnny's new uniform design. Unlike the old one, his new uniform was sleeveless, and sported an 'X' next to the '4.' That and the new uniform had a black and blue pattern instead of just blue. Johnny was lucky enough to have managed to patch things up with Sue after everything happened, and he was starting to talk to Reid again, albeit in short sentences.

"What's up web-head?" Johnny asked.

"Meh," Peter replied, "started with my new boss today. You'll never guess his name."

"Hmmmm..." said Johnny mockingly, "Toby McGuire...Mark Webb...Jack Kirby...Stan lee... Any of those?"

"Bruce Banner," Peter replied.

"Shit? Really!" Johnny exclaimed, "the hulk! Wow!"

"Calm down," said Peter, "Banner, not Hulk. I'm helping him with a cure."

"Gotcha," said Johnny with a smirk. "But that's not what's bugging you."

"I'm fine," he lied. He had a pit forming in his stomach, and it was growing bigger by the minute.

"Don't Lie to me, Dude," Johnny retorted, "I though we were past that crap."

"I'm not lying," said Peter, "I'm fine." he checked his watch, 6:30. Time to get ready. "I gotta go," he said, "got a hot date."

"But mine's hotter," Johnny replied.

"Bet mine's actually real," said Peter.

"Hey! Mine is to real!" Johnny exclaimed.

"Right," said Peter, "she's just from another dimension, right? And no one aside from you has seen her?"

"Exactly," said Johnny with a grin. Then it donned on him that Peter was being sarcastic. "HEY!" he shouted, "It's the truth!"

"Right," said Peter, "I still gotta go." he shot out a web and prepared to swing.

"See ya!" said Johnny, as Peter swung out over the street, "Oh, and Scott wanted me to tell you the meeting's tomorrow, your place!"


	3. Chapter 3 Q & A

_**A/N: I hope this doesn't disappoint.**_

Chapter 3:

Peter swung through the city. It was a lovely evening, the sun was beginning to set, and the last rays cast a beautiful glow over the cityscape. The sounds of traffic filled his ears as he swung through the looming skyscrapers.

_Wow, _he thought to himself. _It's been seven months since all that madness, and everything's back to normal...or semi-normal, at least. _

Miraculously, there had been no casualties during the 'Mutant revolutionary' battle, and the damaged portions of the city were well on the way to being fully repaired. Kitty had spent one night in the hospital, but other than that she was fine.

William Stryker had been removed from office, and the previous president had been restored until a full election could be held in a month's time.

The Mutant registration act had been removed, and several Mutant support centres had been opened up by Stark enterprises. Along with the Xavier institute receiving large donations from around the world.

Tony Stark had made a public statement from the hospital, publicly apologizing to all of Mutant kind. In Private, he had also apologized to Peter, and Peter had apologized for throwing him through a building.

He'd gotten his high school diploma from the Xavier institute, along with several recommendation letters for Universities. Now he was working in the New York Genetics and Mutations research centre, as a part of his University degree.

He'd decided it was best for him to move out of Aunt May's house and into the city, so he found a nice apartment. He was happy with it, though it had a lot to do with his room-mate, Kitty. Together, along with Johnny, Jean and Scott, they were forming a second team of X-men to operate in New York exclusively.

A new team of Avengers had been formed. It consisted of Luke Cage, Wolverine, Captain America, Beast and Daredevil and newcomer The Iron Patriot. Peter had been offered a spot on their roster, but he had politely refused, saying he had enough on his plate between university and the X-men.

Kitty had started a career as a professional dancer, and was already getting superb reviews. He had seen her, and she was good, better than some of the seasoned dancers she worked with.

He landed on a rooftop as he thought to himself, _For once in my life, I'm happy with the way things are in my life right now. I've got a decent job. I've got my own place. And a super-powered super-smart super-talented super-hot girlfriend. I don't think things could be going much better for me at the moment._

He sighed as he listened to the familiar sounds of the city below him. A whisper of a shadow passed behind him. He smirked as he turned to catch Kitty as she attempted to tackle him. She was wearing her gold-and-black uniform with the spider-logo.

_**Damn, **_she said, as they both removed their masks, **_I thought I had you! _**

_**Gonna have to try a little harder next time, **_he replied with a laugh.

_**I'll just have ambush you some other time, I guess? **_ She smiled back. He kissed her lightly on the cheek. **_Any particular reason for calling me out here? Cause you know, It's very dangerous out here...High crime rates...serial killers...rapists...you..._**

_**Shut up, **_he replied.

_**You first, **_was her answer.

_**Can't, **_he replied, _**Got a question to ask you.**_

_**Ask away**_

The pit in his stomach that had been growing all day suddenly lurched and made him weak at the knees. His throat went dry and his heart began to race as he reached inside his pocket.

"Katherine Anne Pryde," he said as his voice shook a little. "These past few months have been the most hectic, the most frightening, the hardest, and yet the happiest of my life," He inhaled deeply, "And I have you to thank for all of it."

"Once in a lifetime, someone special comes along in your life," he continued, "And you can either keep that person or let them go. You are that person, Kitty, and I don't want to let you go."

"Peter...?" she asked questioningly.

"I want to make you as happy as you deserve, Kitty. All that I ask is that you make me the happiest man in the world," he said.

He got down on one knee, "will you marry me?" he asked as he presented her with a diamond ring in a black velvet box. Without a second's hesitation, she bowled him over with a crushing kiss that sent him onto his back.

They stayed like that for several long minutes, just holding each other and kissing passionately.

_**Do I get an answer? **_He asked.

_**Yes! **_She exclaimed as she kissed him harder, **_I will! _**He lifted her into the air as he stood, still not breaking their embrace.

_Correction, _he thought, _now my life can't get any better._

_**So, **_she giggled, **_who we gonna tell first?_**

_**Well, **_he replied, **_My Aunt and your parents would kill us if they weren't the first to know. _**

_**True dat, **_Kitty said with a smile.


	4. Chapter 4: Webbing plans

Chapter 4:

That weekend, Peter and Kitty borrowed the Blackbird to go surprise her parents. Their reaction was explosive.

"AAAIIIEEE!" Theresa shouted as she hugged Kitty excitedly. Carmen practically did back flips when he came home to and heard.

Their reaction was to be expected. But the X-men's reaction floored him entirely.

A week later, the two of them were enjoying a nice stay at the X-mansion when Peter spoke up randomly.

"So, can people rent out this place out?" he asked Bobby.

"Well, no not really," he replied, "Whole privacy thing...why do you ask?"

"Dunno," said Peteer with a smirk, "thoought it might be a good place to hold our wedding ceremony and reception."

The whole room stopped. Jean, who had been levitating herself and Scott in the air, collapsed with her husband. Megan and Bobby's mouths both dropped open. Johnny walked into a wall. Logan dropped his case of beer.

"What?" said Johnny as he rubbed his forehead, "You didn't..."

Kitty, who had been hiding her hand the entire time, stuck it out with absolute glee radiating off her face. Jean leaped from the ground and took Kitty's hand to get a closer look at her engagement ring.

"AAAIIIEEE!" Jean exclaimed as she crushed both of them in a hug as the room erupted with excitement. Megan and Jean both begged to be bridesmaids as Logan walked out of the room.

Johnny resorted to slapping Peter on the Back and saying, "way to go, dude!"

More cheering ensued as Professor Xavier and Hank walked into the room with a "What seems to be the problem?" The professor took one look at Megan and Jean huddled around Kitty's hand and said, "when?"

"No date yet," Peter smiled, "But thought about having it here."

"Be my guest," The professor replied with a smile crossing his lips.

As Peter's family life took an upward spin, so did his career. Dr Banner became more and more interested in Peter's work and methods, saying that he 'has a brilliant mind.' This was mostly due to Peter developing a better medicine for Dr Banner.

"I derived it from a spider's venom," said Peter in a matter-of-fact voice.

"Genius," Banner replied as he examined the serum more closely under a microscope.

"And who is the genius?" said Norman Osborne as he entered the Lab with a confident swagger. He was wearing a simple black business suit, and carrying a breifcase.

"Mr Osborne!" said Banner as he scrambled to his feet, knocking several papers to the floor. "What a surprise! Ummmm...Dr Ross!" He called out in desperation.

"No need, Bruce," Norman said in a pleasant tone, "Merely stopping by, seeing as I was in the neighbourhood." A warm, friendly, politician's smile crossed his face as he looked about the room as Dr Ross appeared at the door. "I see my money has gone to good use."

"Oh yes, Mr Osborne," Banner said as he scrambled to find several papers. "Initial testing on our cloning attempts are yielding promising results. We should have a viable drug derived in a month's time."

The look on Osborne's face changed for a fraction of a second. It was so Quick that Peter barely noticed it.

"This drug will do wonders for the world," said Dr Ross, "Imagine, a cure for cancers, all diseases, everything, all from this little alien."

"Yes," said Osborne with a gleam in his eye, "everything, all from this little alien." With that, Norman turned and left. After cleaning his workstation, Peter followed suit. As he left, he passed Natasha, who was whispering quietly into her phone. She paused to glare at Peter as he passed by.

It took him an hour to reach his Aunt's house by Webbing. He'd put this off for to long. He opened the door with a familiar feeling spreading through his body as he crossed the threshold and entered the main house.

Considering everything that had happened, the house remained unchanged. The shoes were still in the same place, the chairs were arranged the same way. If one thing in his life could be considered constant, It was his Aunt May.

"Peter?" Aunt May called out from upstairs, "Is that you?"

_**Yep, nothing's changed**_

_**aside from you getting engaged and not telling the woman who raised you from the time you were one year old.**_

_**Funny**_

"I'm right here Aunt May!" he responded as she walked down the stairs, wearing her evening gown.

"Just you tonight?" she winked at him as she reached the bottom step.

"Just me tonight," he replied, "Kitty has a rehearsal to attend."

"Oh," said Aunt May, "Is that superhero code for keeping our city streets safe?"

"No," said Peter, "she actually has a rehearsal for a ballet. Swan Lake, I believe."

"Wow!" Aunt May replied with a smirk, "Is she any good?"

"She's the best," Peter said as he and Aunt May walked into the living room. "There's something I wanted to talk to you about."

"What?" she asked as they sat down. She had a worried look on her face.

"Well..." he stuttered, "I...we've been through a lot...me and Kitty...and I...we both lead dangerous lives..."

"Peter...?" she asked.

He struggled to find the right words.

_**I think i'd rather give Logan a physical...**_He coughed into his hand in an attempt to rid himself of his nerves.

"Is something wrong?" she asked with a strong look in her eyes.

"To hell with it," he muttered as he stuck out his hand. "I asked Kitty to marry me," he smiled weakly.

A look of intense happiness crossed Aunt May's face as she hugged her adopted son. Through the tears that streamed down her face, she said, "I'm so happy for you, Peter, for both of you."

"You're not mad that I didn't tell you first?" he exclaimed.

She smiled even wider and said, "You are your parent's son, Peter. You are my son and your Uncle Ben's son. We would never be mad at you. You are a better person that any of us ever dreamed of. And you deserve to be happy, Peter. This is a happy day," she continued as she hugged him again. "Somewere in heaven, your parents are smiling at us. They'd be so happy."

_**Me too, me too.**_


	5. Chapter 5: Web of truth

Chapter 5:

Kitty dodged the Pumpkin Bomb with ease as she said, "So I take it she approves?"

"Oh come on," he said as The Green Goblin fired a series of rockets at him, "She dotes on you. In her mind, you're practically family already." He rolled to the left, avoiding the barrage as his opponent made a run for Kitty, cackling gleefully.

"Figured she'd kill you for waiting to tell her," said Kitty as she pulled a move strait out of the Matrix and dodged the Glider. "And speaking of killing you, what's this nut job's story?"

"Honestly?" Peter replied as he shot a web and the Goblin, "I can't remember. I think he just likes to kill people. Who he's after today is anyone's guess."

"Yeah well," said Kitty as she dodged another series of rockets, "my guess is you."

"HAHAHAHAHAHA!" The goblin cackled as he threw a series of bombs their way. Suddenly, a blast of energy hit the Goblin in the chest, sending him to the floor.

_**Great, **_said Kitty, **_Iron Douche-bag's here to save the day._**

It wasn't Iron Man, though it did look like him. It took Peter a few seconds to remember where he had seen this person before. Iron Patriot, the Iron Man/Captain America wannabe.

"Bout time," said Peter as the man approached.

"Sorry," the metallic voice replied, "Incident in Florida."

"Well at least you're in time for the press," said Peter sarcastically, "Stark'l be impressed." As if on Que, Reporters began swarming the three of them and pestering them with questions.

"Spider-man! Spider-man! Have mutant-human relations improved in your opinion?"

"Did you have anything to do with your sidekick's powers?"

"Have you and Tony Stark forgiven each other?" were among the questions asked.

"Yes, they have improved," said Peter, not entirely comfortable. Kitty, on the other hand, began to slink away, even though several reporters had broken off to pester her, "She's my partner, not sidekick, and Yea, Tony and I are working things out. Now, excuse me, I've got somewhere to be."

Kitty ran into an alley, and reporters continued to follow and pester her with personal questions.

"Is it true you're a mutant?"

"When did you get your powers?"

"What is your personal relationship with Spider-man like?"

"Are you two dating?"

Peter jumped in front of them and blocked their way with webbing.

"Back off," he growled in a low tone of voice. They did as he asked, shrinking away from his sight as he turned around to face Kitty.

_**You okay?**_ He asked his Fiance, who was slumped on the wall a few feet from him.

_**Fine, **_she replied.

_**Liar, **_he said as he hugged her. After a brief hesitation, she hugged him back.

_**Media's just a little much. Some of the questions are a little too personal. **_She said as Peter felt her lean her head on his shoulders.

_**If they get on your nerves, you can always web their mouths shut, **_he said. They both sat against the wall and cuddled in privacy.

Or so they thought.

_**Spider-man...**_a voice called out. Both heroes leaped to their feet, ready for anything.

"You heard that?" said Peter.

"Yep," Kitty replied as she went back-to-back with him.

_**Spider-man! **_The voice called out again, louder and clearer than before. A mist began to surround them. Peter took Kitty's hand as their vision was completely obscured.

As the mist faded, Peter knew were they were. He could make out the silhouette of the figure and throne. They were in a large, black room. But it wasn't a room at all, It was a pocket dimension.

_**What the hell? **_Said Kitty as she looked around and spotted the figure. "Who the hell are you!" she shouted angrily, pointing at the old woman. The woman was attached to a sort of throne with a web pattern on the back.

"Madame Web," Peter said curtly as he approached the woman.

"I see your powers of deduction have not diminished since our last encounter," Web said with a smile.

"You mean since you left me on an alien planet," Peter replied.

"You seemed to be able to find your way back," Web replied.

"Irrelevant. What do you want?" said Peter tersely.

"To warn you," said Web, "Someone other than myself has been travelling through dimensions."

"Is there a Mr Web out there?" Kitty chimed in.

"Be silent!" Web snapped, "you do not know the powers and dangers of the universe."

"Like what?" Kitty snarled.

"The ability to change the time-line in any way you want," said Peter, "change the past. See the future. That kind of thing."

"And she goes with that look?" Kitty replied.

"Insolent girl," Web muttered. "Be wary, Spider-man. This man may be a grave threat to us all." As she spoke, the world began to fade again.

Once they could see again, they found themselves in their apartment. It consisted of five rooms. A master bedroom, a kitchen, a living room, a bathroom and a storage/laundry room.

_**That was cryptic, **_said Kitty. After a quick change of clothing, they both fell into a deep sleep.


	6. Chapter 6: Smashing Time

Chapter 6:

His phone began to ring on the nightstand where it lay. He picked it up rather groggily.

"H'lo?" he answered sleepily.

"Peter?" the voice said, "it's Dr Ross."

He checked the clock beside him as he sat up. 2:13 am. "Is there a particular..." he began to say.

"The Lab was broken into," she interrupted, waking him up. Beside him, Kitty stirred.

"What was stolen?" he asked as Kitty rubbed his shoulders.

"The alien," Dr Ross replied, "and all our files on how to clone it. You'd better get down here."

"I'll be there as soon as I can," he said before shutting his phone off. "I gotta go," he said as he turned to Kitty, "The lab was broken into, stuff was stolen. I'll see you on stage tonight, okay?" He kissed her on the forehead before standing up and putting some clothes on.

Considering his Boss's volatile nature, he needed to get there as soon as possible. He opted for travelling by web, as it was faster than walking or a taxi. He arrived in under half an hour.

The door had been blown open by an explosion of some sorts. Papers were strewn every were, windows had been broken. In the midst of the rubble stood Dr Banner and Dr Ross. Not surprisingly, Banner was angry.

"Bruce..." Dr Ross whispered, "calm down, take a deep breath."

Banner pulled away from her and upturned one of the tables. "AAARRGGG!" he shouted.

"What happened?" Peter asked.

Banner turned to face him and shrieked, "They took everything!" Banner began to pant more heavily, "All my research...my meds...the alien..." He slammed his fist down on the wall.

"Parker I think it would be best if you..." Dr Ross began, but she was interrupted by a primal roar.

"Dr Banner!" Peter pleaded. "Let me help you, I know some people who might be able to h.." Dr Banner lashed out with his arms. Peter managed to dodge, but barely.

_**I may need some help, **_he said.

_**K'**_ Kitty replied sleepily, **_I'l see if I can get Jean and Scott..._**

_**Please hurry, **_he said.

"AAAAGGGRRRR!" Banner screamed as he slammed his fist into a wall.

"Bruce!" said Dr Ross, "I'm right here, Bruce, It's okay, I'm right here." She turned to face Peter. "You should go," she said.

"I'm not going anywhere," he replied sternly.

"Get ou..." She began, but was cut off by a maniacal laughter.

"HAHAHAHAHAHA!" Shouted the green goblin from his glider outside. With the push of a button, a hail of rockets flew towards them. Peter slammed into Dr Ross and pushed her out of the way of the blast.

_**Great. Gobbie's here**_

He rolled to his feet and took a quick glance around at his surroundings. The Goblin was still on his glider taunting them. Dr Ross was unconscious and Dr Banner was nowhere to be seen. Perfect, now he could get to work.

He grabbed a clipboard and hurled it at the Goblin, hitting him in the shoulder. The Goblin hissed and prepared to fire again. Something large collided with him and knocked him out of the air. Something large and green and angry.

Issuing a primal roar, the Hulk reduced the glider to dust and proceeded to attempt to pummel the nimble goblin. All the while Peter was changing into his Spider-man outfit.

"Great, you woke the baby!" Peter shouted at the Emerald Elf. _Bad idea, _he thought as Hulk turned to face Peter.

"HULK SMASH BUG-MAN!" He roared as he charged Peter.

"Can it wait?" Peter replied as he dodged a series of punches, "I've got a date with my fiance tonight and would rather not mi.." Hulk clapped his hands together and sent out a shockwave tremor that Knocked Peter back several feet.

Hulk stood over Peter and prepared to bring his fists down on him. Twin blasts of energy hit the not-so-jolly-green-giant in the stomach, sending him reeling. A shield spun through the air and struck Hulk's knee's and brought him down. A man in a bright green uniform and another in a leather jacket and jeans tackled Hulk and pinned him to the best of their ability.

Both Iron Man and the Iron Patriot lowered themselves to the ground, were Captain America stood, watching as Luke Cage and Iron Fist struggled to contain Hulk.

"Captain," Stark said politely.

"Tony," Captain America replied stiffly.

"GGGRRRAAAWWW!" Hulk roared as he threw Cage and Iron fist off of him. They both landed with a hard crash. Wordlessly, Captain America charged Hulk with his shield, using it like a battering ram. Hulk was flipped overtop of Captain America by his own momentum. Both Iron Man and Iron Patriot launched repulsor beams at him, keeping him pinned. Meanwhile Peter leaped back up to the top of the building to look for some of Banner's medicine.

Dr Ross had regained consciousness. She was propped up against the wall with a slight cut on her forehead.

"Were's Banner's medicine?" Peter asked urgently.

Ross shook her head. "Gone," she croaked, "...he...he...took it..."

"Fuck," peter swore under his breath as he looked down at the street, were Hulk was making short work of the heroes.

"How resistant is he to telepathy?" Peter asked.

"...?" was Ross's response.

"Could someone use telepathy to calm him down?" Peter said rather hurriedly.

"I..." She stuttered as she attempted to stand. "Maybe..." she continued, "we've never tried it before...they'd have to be pretty powerfull..."

_**Kitty, is Jean with you? **_He asked.

_**Yea,**_ She replied, _**hang on...**_

_**I'm here, **_said Jean. Something didn't sound right, her voice was fuzzy. _**What do you need?**_

_**You think you could calm Hulk down? Someone stole all the medicine I made for him and he's tearing up the street. Not to mention me and several avengers.**_

_**We'll be there in less than five, **_said Jean before she cut contact. Peter leaped down to the street and landed next to Iron Patriot and Captain America.

"Hold out for the next five minutes. Someone's coming who may be able to calm him down for us," he shouted as Hulk got up once more and ran towards them.

"HULK SMASH!" He roared as he charged like a bull elephant, and the three of them were forced to roll out of the way.

"Easier said than done!" Captain America replied as he threw his shield at Hulk. Iron Patriot followed up by launching his shoulder-mounted mini-rocket. The resulting explosion only made Hulk madder.

It was only then that Peter noticed something. Hulk's skin was a different shade of green. And it seemed to move. Like it was alive.

_**The alien!**_ Peter exclaimed.

_**What? **_Said Kitty as she landed beside him.

"Look at his skin!" Peter shouted, "It's alive!"

Then Peter remembered something. The Alien had responded negatively to his cell phone ringing. Immediately, he snatched up a metal garbage can lid. "Follow my lead," he said, "Jean, try to calm him down."

She didn't respond, she was deep in concentration. Already Hulk was slowing down. Peter slapped the lid with an open palm. The Hulk's skin began to shiver as he banged it again and again. Kitty understood what he was up to, and began to follow suit with a broken pipe.

"HHHHRRRRGGGGG!" Hulk screamed as he covered his ears and fell to his knees. He began writhing in agony as the Symbiote detached itself from him. But not without a fight.

Iron man and Patriot began to unleash sonic waves from their batttlesuits, and Cage pounded on Captain America's shield. Their combined efforts, along with Jean's, forced the symbiote off Hulk.

A fire lit behind Jean's eyes as she forced the Hulk into submission. She screamed with one final effort as Hulk transformed back into Bruce Banner. She collapsed, but Cage caught her and set her down lightly.

Dr Banner sulked where he lay, lamenting his transformation into the beast.

"What the hell was that?" Kitty asked.

"Looks like a cousin of Venom's" said Peter.

"Who?" Kitty asked.

"Venom," said Peter, "An alien creature that survives by bonding with a host. It usually is attracted to heavy emotions, like anger."

"So naturally, he's a target?" Kitty said with a little smirk. "Maybe their having a little reunion here," she continued with a laugh.

"It's not funny," he said to her gravely, "Veno..." He was cut off by a flash of light. Then everything went dark.


	7. Chapter 7: Desolation

Chapter 7:

He sprung to his feet, and scanned the area, looking for danger. Nothing. But that wasn't the problem. The problem is that he didn't know were he was. He couldn't see anyone. No Captain America. No Iron Patriot. No Luke cage. No Iron Fist. No Jean Grey. No Iron Man.

No Kitty.

That worried him most of all as he scanned the horizon. The place looked like a war-zone. Trees lay on their sides. Buildings were destroyed. The ground was scorched.

_**Kitty! **_he called out. No answer. "ANYONE?" he cried out at the top of his lungs.

He was answered with a moaning sound a few feet from where he was standing, behind a half-destroyed wall. Peter turned the man on his back and saw that it was Bruce Banner, who was just regaining consciousness.

"What...?" Banner said in a half-stupor, as he looked around. "Where the hell..." he began.

"No Idea," Peter answered.

"Did I...? He..." Banner stuttered.

"Yes, you threw a little tantrum," said Peter, "No I don't think you caused all this."

"Some good news at least," he said as Peter helped him up, "last thing I can remember is seeing a giant fire-bird in my head...sounds strange when I say it..."

"Welcome to my life," said Peter rather sarcastically, "now lets go figure out where we are." Then It struck him as he looked at a portion of the wall. It bared a tattered sign. It was still legible to a degree.

"Xavier's school for gifted youngsters"

"no," he whispered under his breath before taking off in the direction that the main building should be, just beyond a treeline. His heart raced as the Mansion came into view. Good, it was still intact.

He pushed the great oak doors open as Banner called to him. He couldn't discern the words as he ran through the empty halls. He came to a dead stop when he saw the courtyard.

Or rather, the graveyard.

He ran outside as fast as he could, until he reached the first row. What he saw shocked him.

"James 'Logan' Howlet. Born (?) Died February 17th, 2013"

"Jean Grey-Summers. Born February 14th, 1987, Died February 17th, 2013"

"Scott Summers. Born June 13th, 1986, Died, February 17th, 2013"

His stomach lurched and he looked away from the graves of his friends. That may have been the worst mistake of all.

"Katherine Pryde. Born March 22nd, 1993. Died December 18th, 2012"

He hit the ground in disbelief. She couldn't be dead. She'd been right beside him moments ago. They all had. It didn't make sense.

A soft rustling behind him alerted him to Banner's presence. Peter got to his feet. They weren't dead. He was sure of it.

"I'm sorry," Banner said in a sympathetic tone.

"It's not them," Peter replied, "They..." His spider-sense went off. He pushed Banner and himself to the left avoiding a mighty kick from an assailant. Peter spun to face this new enemy.

The figure was female, about fifteen years old. She was wearing a red-and-gold suit with wings under the arms. She lashed out with a spinning kick, which Peter dodged and retaliated with a sweeping kick, which passed right through her legs.

He only one person alive who could do that.

The girl launched a flurry of punches his way, but he dodged all of them and countered with a shoulder throw. She landed nimbley and cartwheeled backwards, attempting for a respite.

With a burst of speed, he tackled his opponent and pinned her on the ground. Before she could recover, he pulled off her mask. There was a moment of silence between the two of them, as the looked at each other.

The girl had long blonde hair, brown eyes. Her face seemed familiar, yet different.

"Enough!" a rough voice called out. Peter turned to face the newcomer. This one was male, in his late thirties. He wore a pair of ripped jeans and a dark brown leather jacket. On his head was a motorcycle helmet.

"Who the fuck are you?" said Peter.

"Ricochet." said the man, as he removed his helmet. "But my friends call me Peter Parker."

_**A/N: Any guesses as to who the mystery girl is?**_


	8. Chapter 8: New faces

Chapter 8:

It was like looking in a fun house mirror. Except, instead of making you taller or fatter, it made you older. Scars crisscrossed the older Peter's face. He walked with a slight limp, and had much more muscle mass to him. He was easily as muscular as Captain America.

"Wha...?" said Peter in shock as he stared at his older counterpart, who simply smiled.

"I take it you're me?" said Ricochet, "Just younger?"

"Yea..." said Peter as he took of his mask. Ricochet made a cutting motion across his throat, aimed at the girl beside Peter, who nodded and left. Meanwhile, Banner stood in even more disbelief.

"I'm sorry," he said, "you're...?"

"Yes," both Peters answered together in unison.

"Or...was," said Ricochet rather solemnly.

"So...?" Banner began to say.

"This is how we know so much about genetics," said Ricochet, "first hand experience."

"More guests?" a third new voice called out.

"You go it, O'Hara!" Ricochet replied as a man wearing a blue-and-red outfit dropped down in front of Peter. The man's outfit had red blades sticking out the sides and a skull patten on his mask. He stuck out a hand.

"Miguel O'Hara, The spider-man from the year 2099," he said as peter shook his hand. "It's an honour, sir. Now meet the rest of the gang," he said as a large group of people approached. About half of them looked like alternate versions of himself. Several of them were girls, including the one he had fought. And they were giggling at him.

_**Why do they always giggle?**_ The silence in his head frightened him. He had gotten so used to hearing Kitty's voice. One of the girls approached him.

"Mayday Parker," she said with a smile, "Spider-girl. Same with Mary over there," she finished as she pointed to the mystery girl. Mayday continued, "You've met Ricochet and O'Hara. Over there brooding in his black suit is another you, to his left is Laura Kinney, Ben Reilly, Francis Barton and James Rodgers"

"Wow," said Peter, "that's a lot...of me..."

"Oh my god!" she exclaimed, "you sound just like my brother Ben! It's weird!"

"And you sound like my Ex," he replied.

"Who?" Mayday asked.

"M.J." He answered.

"You mean my mom?" She asked.

"What?" he said.

"Your wife!" She said, sounding annoyed, "The one you got married to?"

"I haven't seen her in a year," He replied honestly, "and I'm engaged to someone else."

"Yea," Mayday said, "Gwen Stacey, but..."

"He doesn't marry her in his reality," said the Peter in a black suit. "Apparently he marries some mutant bitch."

Anger swelled up inside him as he replied, "Excuse me?"

"You heard me," Symbiote-Peter said, "Some little whore..." That did it in for him. With one hand Peter picked his alternate counterpart up in the air and slammed him into a wall.

"Say it again, I dare you," Peter snarled and squezzed his neck as everyone watched. All the heroes had shifted their stances and were now staring at them. Laura had extended claws from her hands, making her look like a female wolverine, James had readied his shield and Barton drew his bow.

A hand touched his shoulder. Peter turned his head to face Ricochet.

"Let him go," said Ricochet, "we've got bigger problems."

Peter squeezed a little tighter before letting him go. "That was a warning," he snarled before walking away.

"Don't mind him," said Ricochet as he lead Peter to the Mansion's tactical room, "He's still reeling from that explosion."

"It's no excuse," Peter replied.

"Were we any different?" said Ricochet.

"What?" said Peter.

"You know what I mean," Ricochet replied, "He was in love. So were we. Love makes us blind to all else."

"I would never have said that," Peter said bitterly, "especially to..."

"You've also got to remember that the suit's controlling him to some degree," said Ricochet, "He doesn't mean everything he says or does." He opened the door to the tactical room. It was just how Peter remembered it. The only thing missing was the X-men.

Seeing the empty wheelchair in the corner prompted Peter to ask a question that had been bugging him.

"What happened here?" he asked. A Somber look crossed Ricochet's face as he looked out the window.

"I don't know everything," he said, "but I know enough." He paused breifly to inhale. "As far as I can tell, this universe is an alternate timeline, running parellel to your own. Everything that happened in your world happened in this one, until about ten months ago."

"You went with the X-men to the politicall rally. You fought and defeated the Brotherhood," Ricochet stopped speaking, as if he was trying to fight back tears. "But...when it happened...the bullet struck her heart. She died in the arms of this world's Spider-man." He continued.

"And that drove him crazy," said Peter.

"That dosn't even begin to cover it," said Ricochet. "According to the evidence, he bonded with Carnage."

"What!" said Peter.

"And he didn't stop there. He killed The Avengers first, one by one. Then he moved to the Fantastic Four. Reid and Ben fell first. When he moved on to Sue, John stepped in. He tore his head off."

Peter's heart skipped a beat. "And The X-men?"

"After John was murdered so brutally, they set out to stop him," Ricochet replied, "By then he had begun to work with the bad guys. The Goblins, Ocktavious, Doom. All of them. But even they saw what he was, and started to fight against him."

"Now," said Ricochet, "where were you when you got trans-located here?"

"Me, Stark, Captain America, Iron Patriot, Jean and Kitty were in downtown new york, fighting a symbiote-controlled hulk," Peter replied.

"Symbiote, you say?" said Ricochet, "That's interesting...very interesting..."

"Why?" Peter asked.

"Because," Ricochet replied, "that seems to be everyone's story. They were all in the vicinity of a Symbiote. O'Hara was fighting a time-travelling Anti-venom, Mayday and James were fighting Carnage, I was fighting Venom with Laura and Francis. Interesting."

"So you think this has to do with the Symbiotes?" Peter asked.

"That and possibly more," Ricochet replied as he pressed a button and a 3-D image popped up. "Do you know what this is?"

Peter examined the picture closely. It was a diamond of some sorts. Most likely a jewel from a king's treasury.

"According to the ancient Egyptians, this crystal belonged to Horus the sky-god. The Greeks thought it came from Zeus's crown, and some scientists believe that this is the philosopher's stone," said Ricochet in a serious tone of voice.

"Great," said Peter, "we can send it back to Hogwarts before figuring out how to get home."

"This is serious," said Ricochet. "The Mayans believed this stone was a sacred weapon given to them by the goddess Shi'ar. Before we were sucked in, Venom said something about this crystal. He called it the M'kraan crystal."

"M'kraan?" said Peter.

"Yea," said Ricochet, "I've done some research. It's real, here at least. Supposedly it makes the weilder all-powerfull. But it's the guardian we need to worry about."

"Why? What's he gonna do?" said Peter

"The Pheonix," Ricochet replied, "an all powerfull entity, a god who..."

"Is the sum of all life that has been, will be or is," Peter finished, "we need to find Jean Grey-Summers, now."


	9. Chapter 9: Maximum Carnage

Chapter 9:

"So we're here cause of a giant bird?" said Mayday in bewilderment.

"The Phoenix," Peter corrected. "The sum of all life and energy that has, will or does exist in any universe," he continued, "someone who wields the phoenix force could destroy the world on a whim."

"Still doesn't explain how we got here," said O'Hara.

"Madame web said something to me about someone jumping through dimensions. Maybe they have something to do with it," said Peter, as he looked about the room at all their faces.

"So we're gonna look for this guy?" Francis asked, casting a side glance at James.

"We're gonna split up," said Ricochet in an authoritative tone. "James, Francis and my youngest self will look for the crystal. Laura, O'Hara and my other self will look for the others west of here, While me and Spider-girl look east. Dr Banner and Ben will stay here and keep a lookout for us." Everyone nodded in agreement as they began to shuffle about and assemble into their respective teams.

He got an uneasy feeling as he stood next to his future self and the Wolverine wannabe.

"So," he said, addressing them both, "How do we do this?"

"I'm gonna see if I can pick up a sent," said Laura, as she sniffed the air. She was wearing ripped jeans, a red t-shirt and black leather jacket. Her hair was a blackish brown and her eyes were green, like a cat's.

"what the hell are you..." O'Hara began to say.

"Seeing if I can pick up a scent. He was with them when they were pulled in, so their scent should be on him," Laura replied, "Trick I learned from Wolverine."

"What is he, your dad or something?" Peter asked.

"I'm his clone. They made me a girl to be more controllable," Laura replied, "Didn't work out too well for them."

"Wolverine? Controllable?" said Peter, "when pigs fly..."

"You know The Wolverine?" said O'Hara, "Holy shock..."

"What?" both Peter and Laura replied at the same time.

"It' just that...never mind, let's go," said O'Hara as he turned to leave, and Peter and Laura followed him.

They walked in silence for an hour, listening for any traces of life.

"So," said Peter, breaking the silence at last, "You're from the future, right?"

"Yes," said O'Hara.

"So you could tell me who wins the next world series?" said Peter.

"World what?" O'Hara replied questioningly.

"You're killing me, dude," said Peter, "how about if I win any Nobel prizes?"

"It's not a good idea for me to start telling you your future," said O'Hara in a huffy tone, "or so Ricochet says. He told everyone not to tell anyone about their world, something that Mary-Anne has been having trouble with."

"Mary-Anne is her name then?" said Peter, starting to draw a conclusion as to her identity, "The one who attacked me?"

"Yea," said O'Hara, "She..." he stopped. They all did, their senses blaring. Someone was close.

"HAHAHAHAHA!" a voice called out from the darkness. A voice that seemed to come out of Peter's past. A shadow swept behind them. Laura extended her claws with a _SNIKT! _And began to snarl at their stalker.

A red blur entered his peripheral vision, leaving him just enough time to duck underneath the blow and roll to the side.

"Carnage," Peter spat.

"I see you remember me," Carnage said in a voice that sounded female, before lashing out with it's tentacles. Peter and O'Hara leaped over the blow, but Laura caught it in the stomach and was sent flying backwards. Before either of them could react, Carnage crossed the distance between them and pinned Peter to the ground, and kicked O'Hara away.

"It's been so long," Carnage whispered before extending it's tongue and licking Peter's face, "You taste good."

Peter kicked out with both legs, forcing Carnage off of him. Peter rolled to his feet, and for the first time, took notice of the body lying on the ground. He couldn't tell who it was, but they had long red hair. They were wearing a green bodysuit with a gold insignia on the chest, and gloves and boots to match, along with a sash on the waist.

Peter was forced to roll to the side to avoid Carnage's bladed tentacle as it lashed out again, missing his neck by a hair's breadth.

"HAHAHAHAHA!" Carnage shrieked as Peter leaped into the air and came down on his opponent with a mighty kick.

"Just like old times, isn't it, lover?" Said Carnage as Peter back flipped off before launching a sweep kick. He was forced to abandon his attack to dodge a missile that came his way.

High above him, was the Green Goblin, smiling maniacally at his enemy. At the press of a button, two more missiles were launches in Peter's direction. He dodged one, but the other was a tracking missile, and followed him.

_**Great, he got sucked in too. **_No response. Nothing but cold emptiness in the wide space that was the mind.

He leaped over a rock as the missile came even closer. Seconds before it hit him, it exploded in midair.

"What the fuck...?" he said as he looked around. Floating high above him, was Jean Grey, wearing the green and gold suit, her hair billowing in the wind and fire in her eyes as she forced the Green Goblin out of the air.

"GGGRRRAAAWWW!" Laura roared as she launched herself at Carnage, and they both fell to the ground in a heap of bodies. Carnage managed to flip Laura off, before assessing the situation. Seeing the odds, Carnage retreated into the distance, along with the Goblin.

But not before saying, "Bye, Bye, Peter! HAHAHAHAHA!" Beside Peter, O'Hara stumbled to his feet.

"Is that...?" he muttered.

"Jean Grey-Summers," Peter replied. "Jean!" he shouted at her. At first, it seemed as though she didn't hear him, as she continued to hover above him, before finally lowering herself until she hovered an inch above the ground.

"You alright?" Peter asked.

"I feel so...alive!" she exclaimed as she did a mid-air back-flip. Her voice contained a vibrant tone that he had never heard from her before. She seemed to radiate energy, almost like she was glowing.

"Well whatever," said Laura "we should head back, it's gonna be dark soon."


	10. Chapter 10: Katherine's Courage

_**A/N: I really like this chapter, and hope it doesn't dissapoint anyone. For anyone who hasn't guessed the mystery girl's identity, here's a clue: She has her grandmother's first name and her mother's middle name, M.A.P.**_

Chapter 10:

The large black creature lunged forward. Kitty rolled to the side to avoid it. she recovered in time to barely dodge the other monster's punch by phasing through her opponent. Kitty landed a spinning kick to the monster's back before ducking under the red monster's claws.

Her enemies cackled gleefully as their prey became surrounded. she didn't know where she was, just that she was alone. shee handsprung over the charging beast and landed on the black monster's back, using it like a springboard to propell herself at the fourth figure that loomed overtop of her on a cliff, overseeing the fight as it progressed.

She was sideswiped by something large. The Green goblin on his glider. She pummeled him with her fists, silently thanking her fiance for giving her all the proportional powers of a spider, and not just to keep her alive when she'd been shot. Whatever it was, it meant that she was still alive. If it weren't for her spider-sense and heightened agility, she would have been dead long ago, when she was just fighting the large, black creature.

She remembered him from Peter's stories. Something about him being an alien who bonded with a human host to survive. He had briefly mentioned the host's name one time.

_**Eddie Brock...he used to work with Peter at the Bugle...Venom is it's name...**_There was no answer from her husband-to-be. That shook her to the core. Was he dead? Was he looking for her? Was she dead?

She finished pummeling the Goblin to the ground and shot out a web, pushing her legs out and kicking Anti-venom in the chest. She heard the sound of ribs breaking as her enemy fell to the ground. Something hit her from behind.

"HAHAHA!" the voice cackled as Kitty hit the dirt, with her opponent on top of her. She struggled with all her strength, but it was useless, her enemy was too strong. Her opponent looked like the Green Goblin, but with different armour, and a smaller stature.

A large round shield struck the new goblin. A shield with red and blue on it.

_**Captain America...**_he had been with them when it happened. If He was alive, maybe Peter was with him...

Kitty finally escaped her adversary's grasp. She turned to face Captain America. He nodded in aknowledgement as they went back to back, Kicking and punching their enemies away.

"Options?" she shouted over the clamour of enemies.

"Retreat," said Captain America, "we're outnumbered and outgunned."

"Th..." she started to say before the red monster, Carnage, tackled her. Kitty kicked out with her legs and forced it off of her and into the side of the cliff. Behind her, Captain America was struggling against the combined strength of Anti-venom and Venom.

They couldn't win, and she knew that. She cast a sideways glance at the Captain. Although he had attempted to arrest her a year ago, she had begun to respect him for what he stood for. Peace, Honour and Justice. Everything that a hero should stand for. Everything that Peter stood for.

She hit Venom with a mighty kick and sent him flying. She turned to the Captain and said, "It's been an honor, sir."

"Likewise, soldier," Captain America replied with a small salute. In a quieter voice, he said, "He made the right choice." He held out a hand, and she took it.

"You're a good man," she said, before mustering all her strength and throwing Captain America as far away into the air as possible. She breathed a sigh of relief as she knew he was safe, at least. No reason they both had to die. As she collected her thoughtss, a _WOOSH_ing sound was heard. With a _CLANK! _Something large hit the ground beside faced this newcomer. This one was another ally she thought.

_**Iron Patriot...**_she thought as she took notice of the colour paterns.

He raised his arm and fired a repulsor beam. At her. She barely managed to twist away in time, so the beam hit Carnage instead.

"What the fuck are you...!" she began, but was cut off by Venom lunging at her again, forceing her to dodge. It distracted her enough to give the Patriot a chance to hit her in the back, forcing her to the ground in pain.

She couldn't keep going at this pace. Spider-powers or no. She just couldn't. She had been fighting since the moment she arrived to this barren wasteland.

First it had just been Venom. Then the New Goblin. Then Anti Venom. Now the Iron Patriot and Green Goblin. She was too tired. She was badly wounded. One of her legs was boken and her left hand wasn't working properly.

It would be so easy just to give up. Let them kill her. It was inevitable, after all. What could she do against overwhelming odds? What could one person do in the face of certain death?

_**Spit in it's face. **_

The memory of what her fiance had done for her swelled up inside. He had faced death down, all for her. He was the one who stood alone against the most skilled and most powerfull Avengers, fighting not for his own life, but for hers. Even when he had aknowledged that he would most certainly die for his efforts, he had refused to stand aside and let Captain America take her in.

Could she have an ounce of the courge that he possesed?

She could feel the Iron Patriot's metallic footsteps as he approached. She rose to her feet rather shakely, and tore off her tattered mask.

"It's over, girl. Surrender or die," said The Iron Patriot.

Remembering her Fiance's defiant words, she reapeted them, "Do your worst, sir." She assumed a fighting stance as her enemies surrounded her like a pack of wolves.

Something collided with her and forced her to the ground, pinning her underneath him.

He uncovered his face and said in a menacing voice, "Did I pass the test?"

She screamed, and miles away, Peter Parker awoke with a start.


	11. Chapter 11: Breaking Point

Chapter 11:

He sprang from his bed and onto the ceiling, ready to strike at his unseen opponents. He snarled as he looked around for them, ready to tear them apart for attacking Kitty.

There was nothing except the dark, empty room.

He huffed as he lowered himself to the floor and pulled on some clothes. He couldn't sleep, it was too painful to watch. He needed to vent. He exited the dorm and headed for the basement. Walking through the empty halls gave him an eerie feeling, like he could almost hear their voices, as if they were right beside him.

"_...who's to say he's not into me...?"_

"_...it'll fry your brains faster than you can say 'webbing'..."_

"_...she's what? Super-hot, can't get her out of your head, am I close?..."_

"_...point is, we're all dangerous in some way...we're a family, we look out for one another..."_

"_..Don't go regretting the things you can't change, that's something I learned the hard way."_

He entered the training room in a huff.

"_...It'll make me look like a shitty friend..."_

"_**SHUT UP!" **_he cried at the top of his lungs and his thoughts. He hit the heavyweight bag with a heavy punch, and sent it flying across the room. He just stood there, panting, trying to find a sense of peace and quiet. It was only then that he discovered that he wasn't alone.

"Can't sleep?" said Jean from the doorway, were she was standing, watching him. He ignored her.

"You know," she said as she walked over to him, "giving me the silent treatment won't work. I can hear your every thought."

"I thought you stayed out of people's heads unless absolutely necessary?" he replied gruffly, still not facing her.

"Yes, but with you it's like trying not to hear someone who's yelling at you on the other side of the room. I can't really help it." a sad, understanding smile crossed her face as he finally faced her.

"So if you know what's wrong, why do you ask?" he replied.

"Sometimes it's better to talk about things out loud," she said as two chairs appeared out of thin air. He took one, she the other. "I saw what you saw," Jean continued, "who were they?"

Peter hesitated for a brief second before opening his mouth. "Venom and Carnage," he said, "both posses all my powers."

"So you're worried about two cheap knockoff villains?" Jean asked. Peter gave her a solemn look.

"They're..." he began.

"The worst of them all, aren't they?" Jean gasped as it donned on her what he was thinking.

He gulped. "They are what I have the potential to be," he explained as he looked down at the floor, "monsters," he sobbed.

"your not a monster," Jean whispered as she touched his shoulder. "You and I both know that Kitty's last thoughts were of you." Immediately, Peter broke down into tears when she said that.

"What if those were her last thoughts Jean?" he cried softly. "What if she died because I called for help? Because I couldn't save her? Wh..."

"You'll be better off without the fucking whore," said the symbiote-peter, who was on the ceiling watching the two of them.

"Fuck off," Peter said as he flipped him the bird.

"Awww..." said the symbiote-peter, "I made him cry...how sad...how pathetic..."

"I'm warning you..." Peter snarled.

"I think you should leave," jean said as calmly as she could.

"Why?" said the symbiote-peter, "I wanna see him cry like a little bitch about the mutant cunt..." He was cut off by Peter ripping him off the ceiling with webbing, and slamming him into the floor. Peter leaped onto his alternate counter-part's chest and slammed his head into the ground, before being kicked off.

"Let's dance," said the symbiote-peter, as they circled each other like lions fighting over territory. Peter rushed forward and body-checked the symbiote-peter, who turned his momentum against him and into a shoulder throw. Rolling to his feet, Peter was forced to block a swift series of kicks before retaliating with a few of his own.

With a mighty side-kick, Peter sent his adversary into and through a wall. Symbiote-peter rolled to his feet as Peter climbed through the hole in the wall. A loud clamour ensued as the Spider-men battered each other out of anger.

"Enough!" a rough voice called out. Ricochet stood were the wall had been. "The both of you need to calm down if we're gonna live through this." Behind him, the other residents gathered in a small huddle. Peter simply glared at his symbiotic counterpart.

"Fuck you all," said Symbiote-peter, before turning to leave. Ricochet stopped him and muttered something, but Symbiote-peter shrugged it off. Peter brushed past the group, and headed for the Hanger.

He was followed by Ricochet.

"Stop," his elder counterpart pleaded.

"Why?" Peter growled as he kept walking.

"You can't go out there by yourself, you'll be killed," said Ricochet.

"AND IF I DON'T, SHE'S DEAD!" he turned and shouted.

"You think I don't know that?" Ricochet snapped back.

"YOU DON'T UNDERSTAND HOW I FEEL!" Peter shouted.

"Oh really?" Ricochet said in retaliation, his anger levels rising.

"Yea!" Peter snapped.

"You think I don't care about what happens to our wife!" Ricochet snarled back. This got Peter's attention.

"Our...?" he said quietly, stopping himself in his tracks.

"Yea," said Ricochet, "Ours. For fifteen years now. Your not the only one who cares about her." He breathed in deeply. "In the morning," he said, "I will help you find her. But right now, we need to rest."


	12. Chapter 12: Rise

Chapter 12:

It was the middle of the day. Peter, Ricochet, Jean and Mary-Anne were searching the vast wasteland for any signs of life, when jean cried out.

"Over there!" she shouted and pointed from her vantage point high above them. "Someone's there, badly wounded..." she paused and placed her hand on her forehead before saying, "It's Captain America!"

The four of them rushed over to where she pointed. True to her word, there was Captain America, lying in an impact crater. His outfit had been torn from battle and impact, buy he was intact.

_**Bet he's got a healing factor...**_Peter thought as Ricochet checked Cap's vitals.

"He's gonna make it," he said.

Mary-Anne seemed to be in shock at what she was seeing. "Isn't that the guy who..."

"Yes." said Ricochet, cutting her off, before returning his attention to the Captain, who had begun to stir. "Can you hear me, Captain?"

Captain America's eyes fluttered open, and he kicked out with both feet, knocking Ricochet back. Captain America flipped himself to his feet and retrieved his shield. He spotted Mary-Anne first, and hurled it at her.

The shield passed right through her. Captain America and Peter took note of this.

"Another new costume, Miss?" Said Captain America as he retrieved his shield from where it lay.

"Wha...?" Mary-Anne replied questioningly.

"Got a new costume since you threw me..." Captain America continued.

"It's not her," Peter interrupted.

"What?" Captain America replied, "she..."

"I'm not Katherine Pryde," said Mary-Anne, "I'm..." A loud _WHOOSH! _Was heard over their heads, and they all looked upwards.

High above them, Iron Man and Iron Patriot were duelling. And Iron Man was losing, bad.

"Jean!" Peter shouted, "help him out!"

"On it!" she replied as she shot upwards into the sky. As Peter and the others watched from below, Jean deflected a repulsar blast with a telekinetic shield, absorbing the energy and firing it back At the Patriot, who dodged. Patriot then tapped his forearm and fired a series of missiles at Jean, who re-directed back towards him.

Two rockets flew towards Jean, but she deflected them with ease. The Green goblin and New Goblin flew over head, before turning their attention to the group below.

"HAHAHAHA!" one of them cackled as they dive-bombed the heroes.

"Scatter!" Ricochet shouted as he pushed Captain America out of harm's way. Peter and M.A rolled to the left and got to their feet. Peter shout out webbing at one of the Gliders, and launched himself towards his opponent.

He landed on the glider, with the New Goblin doing it's best to shake him off by skimming low over the terrain. Peter managed to flip himself up beside the New Goblin, and found his enemy to be rather petite.

His moment of hesitation got him a punch in the stomach, bringing him back to the here and now. He blocked the second and third punches, and lashed out with one of his own, catching the Goblin in the ribs. The blow had an unforeseeable side-effect, as the Glider became out of control. Peter and the New Goblin jumped off seconds before the Glider collided with a cliff-face.

Something wrapped around Peter's neck. Something red and slimy.

"Carnage," he spat as he escaped the death-grip and turned to face his enemy. "Where is she?" he growled.

"HAHAHAHA!" Carnage laughed before saying, "Don't worry...you'll be seeing her soon..." That infuriated Peter, so he launched himself at Carnage, knocking it to the floor.

"WHERE IS SHE!" he screamed as he pummelled at Carnage's chest.

"HAHAHA!" the New Goblin jeered as it approached, "lost something?" Peter roared as he released Carnage and charged the Goblin, pinning his opponent to the cliff-face as he punched away at the armour.

"Tut tut, Spider-man. You heroes aren't supposed to loose your temper like that," the Goblin jeered between Peter's punches. Peter punched the Goblin solid in the face, shattering the helmet. The sight made him want to puke. He had discovered the New Goblin's identity. Standing before him, in the battered armour, the goblin smiled wickedly.

It was Mary-Jane Watson.

"Hello, Peter," she jeered as she kicked his legs out from underneath him. "Miss me?" she smirked.

"If he missed you then he's gonna love this," said Carnage as the symbiote peeled back, revealing the host's face.

Gwen Stacey.

"No..." he muttered as his stomach began to churn.

_**It can't be her...she's dead...I SAW HER DIE! **_He leaped to his feet and tackled Gwen.

"YOU'RE NOT REAL!" he screamed, 'THIS IS A LIE!"

"Idiot," Gwen spat, "the only one who lied was you. You said you _loved _me."

"...I..." Peter stuttered, not knowing what to say. Gwen picked him up by the throat and threw him into the cliff.

"Face it Peter. You never _really_ loved us. All poor Spider-man wanted was a little action," Gwen taunted mercilessly as she kicked him in the face.

"And you just left me and Harry for the little bitch," M.J. added in afterwards. "what was it that Thompson said about her?" M.J. Continued, "Oh yea...she must really have strut her stuff for you." She kicked his face again. She must have been injected with the goblin formula, as she was as strong as him. She would have hit him again, but she was hit by a repulsor blast first.

M.J. Hissed like a snake as she spun to face Iron Man, who was standing several feet from her, his arm still raised. His armour was dented, and his helmet lat at his feet, completely ruined.

"Back off," he said in an authoritative tone.

"Oh look," Gwen snapped, "the drunken billionaire has a new toy for us to play with!" She then proceeded to charge him.

"Come on, Spider-man, Get up!" Iron Man shouted as he fired more beams at the charging Carnage. Peter couldn't, he was in shock. His dead girlfriend was alive, and had taken the mantle of Carnage. His Ex-girlfriend was the New Goblin. His legs refused to obey his commands as he attempted to stand.

He was vaguely aware of Ricochet, Captain America and Mary-Anne fighting Venom and Anti-venom in the distance. And that Jean and Iron Patriot were trading shots in the air.

Patriot fired a series of rockets at Jean, who turned them all aside one at a time. This allowed Patriot enough time to charge his uni-beam. He fired the lance of blazing light directly at her.

The something amazing happened. Jean's telekinetic shield formed into a bird, and erupted in a torrent of flame. Along with her entire body. The lance of light collided brilliantly with her emblazoned form in a brilliant collision of fire and light.

The resulting flash forced Peter's lenses to automatically darken. Everyone else averted their eyes. Jean's flames burned even brighter as she fired forth a stream of pure energy towards her foe, who dropped underneath the fire.

Thee Iron Patriot was clearly outmatched. And he and his allies knew it, as they made a clear beeline in the opposite direction. The remaining heroes stared up in the sky, at the giant fire-bird.

"What the..." said and exhausted Captain America in disbelief.

"Phoenix," Peter muttered. A screech could be heard emanating from the summoned avatar of flame, like that of an eagle, but louder and more profound. Peter could literally feel waves of power washing over him like the ocean tide.

"Jean!" Ricochet called out. She didn't seem to hear him, so he called again.

_**I know where they are headed, **_her voice boomed inside Peter's head like rolling thunder. Tony clutched his head. Mary-Anne shook her head. Captain America fell to the ground in disorientation. The only ones who remained unaffected were Peter and Ricochet.

_**They found it,**_ Jean boomed.

_**What did they find? **_Peter replied. It was like yelling into the wind.

_**The M'kraan crystal.**_


	13. Chapter 13: Lest we forget

Chapter 13:

"Hey wait up, Pete!" Gwen shouted as she exited through the doors of Midtown High. "Come on, slow down!" she said, "Aren't you gonna wait up?"

Peter smiled and said, "No."

"You're supposed to be a gentleman," she smirked as he wrapped his arm around her.

"Oh, am I?" He replied as he picked her up and swirled around on the spot. They both laughed in synchronization as he set her down.

"Here," she said as she pulled his camera out of his bag and turned it on. "Smile!" she said before clicking the button and a bright flash of light enveloped his eyes.

"Gawd, Gwen!" he said as he blinked, trying to regain his eyesight, "you can turn the flash off. You know that, right?"

"Quit your whining, you big baby," she said as they walked down the street together.

"Make me," he whispered into her ear as he picked her up and swirled around on the spot. He then reached in for a light kiss.

**FLASH**

"I gotta go call my Aunt," he said, "I'll meet up with you inside."

"Don't take to long!" she laughed as she entered the lobby.

"I won't!" he called after her. He then reached in his pocket and pulled out his phone. Someone bumped into him as he began to dial home.

"Hello, Aunt May?" he said.

"Peter?" his Aunt answered, "where are you?"

"I'm with Gwen," he answered, "gonna go see her father, then we're gonna work on our science project."

"Well don't be to late," said Aunt May. "I want you home by ten, and no later. It is a school night, after all."

"Don't worry," Aunt May," he said lightheartedly, "What's the wors..."

_**bang!**_The explosion knocked Peter off his feet, and onto the street. Before his eyes, the NYPD headquarters collapsed before his very eyes, becoming nothing bust dust, smoke and flame. Everywhere around him, people screamed and ran in terror. Some just panicked, while others searched for loved ones.

An odd silence filled the air as Peter got to his feet. He could see the people screaming, but their voices where like white noise in the background. He didn't bother trying to find a place to change in privacy. He simply pulled out the familiar red and Blue suit from his backpack and donned it once more.

He rushed through the debris, pushing past survivors and emergency response workers alike. In his peripheral vision, he saw Captain America and Iron Man, among other prominent superheroes, attempting to provide assistance. He didn't care. All he wanted was Gwen. To make sure she was safe. He ran towards any signs of life he could spot, flinging chunks of wall aside like they were made of plastic.

Finally, he saw her.

Lying amidst the rubble, Gwen looked at peace. Her blonde hair was tattered, and her denim jacket was torn, but she wore an expression of serenity. Her eyes were glazed over, but still shone like stars. She was bent at an awkward angle, but no blood could be seen. He picked up his camera, which she still had in her beutifull hand.

"Gwen..." he cried as he cradled her broken body. Tears rolled down his face as he desperately felt for a pulse. For a sign of life, anything. "...no..."

He discarded his mask and brought her face close to his. He gave her one final goodbye kiss. A hand touched his shoulder. Human, warm, comforting.

"Peter..." said the man. Captain George Stacey. Gwen's father. Dust had settled into his slightly grey hair, and his left shoulder was dislocated. There was a gash above his temple. Scarlet liquid ran down his cheeks, doing nothing to mask his pain.

Peter gazed up at him with tear sodden eyes. Both men shared their grief for their lost loved one.

**FLASH**

His Aunt greeted him at the door with a tight, wordless hug. He did not need to explain why he was covered in blood from head to foot. Or why his clothes where torn. He could tell that she had been crying. Tissues littered the floor, and the news was on, listing known casualties.

"...McFarlene, Keira Depp, Mathew Lowe, Gwen Stacey, Clarke Wayne, Bruce Kent, Chris Downey..."

They continued to hug, holding each other tight. As tight as they had the night they had lost Ben Parker.

"...This just in. Authorities have discovered the source of the blast. A mutant terrorist who goes by the alias Nitro..."

**FLASH**

"GGGRRRRAAAWWWW!" Peter shouted as he slammed Nitro into a wall. He then grabbed his enemy with webbing and pulled him into a punch, sending him flying.

"HAHAHAHAHA!" Nitro splattered blood as he chuckled. "Lose something?"

"NNNNGGGRRRRWWWW!" Peter gasped as he punched the mutant in the stomach, breaking his ribs. "I'm gonna make you pay!" he screamed as he pummelled Nitro's face into the concrete below.

"Feels good, doesn't it Hero?" Nitro said between punches, "you and I aren't so different, are we?"

"I AM NOTHING LIKE YOU!" Peter screamed as he prepared to strike a deathblow. He wasn't going to be a hero here. No, he had tracked this monster for a week for one reason alone. To end his miserable life. To enact revenge upon him. And nothing was going to deny him his prize.

A metallic hand touched his shoulder, stopping him in his tracks. Iron Man was there. Along with Captain America and Hawkeye. Their expressions where all very grim.

"We need him alive," said Iron Man, his voice full of sympathy and understanding, "he can tell us where the others are."

Peter hit the ground in defeat as Nitro was taken away by Hawkeye and Captain America. Iron Man knelt by Peter's side and said, "It's going to be alright son. We'll get them all. Together, we'll get them all."

**FLASH**

He was alone in his room. He had shut his door and the blinds where closed. All he could look at was the picture in his hand. An unmoving Gwen smiled up at him blankly, not knowing the pain that tormented him as he saw how happy he had one been. And how he aknowledged that he would never be that happy again.


	14. Chapter 14: Astral plane

_**A/N: I Think I'm gonna write some one-shots to go along with this 'universe' anyone have any event's they'd like to see?**_

Chapter 14:

"Wakey wakey!" a voice slithered from the darkness.

Reluctantly, Kitty opened her eyes. The red monster, Carnage, stood before her, gloating in it's glory. Kitty didn't understand how this thing was even human. The way it moved. It possessed a flexibility that neither she or Peter could match.

She had collaborated with the X-men, along with Peter, to determine the full potential of her 'new' abilities.

"_Amazing..." Beast had said. "Her stamina seems to have increased to a level I didn't think possible."_

"_How much?" Professor X had replied._

"_By my calculations, at least seven times that of the normal levels," said Beast as Kitty and Peter continued to run the course. "Look at the way they move. It's like they know what's coming before it happens." At that exact time, Kitty ducked under a robotic arm as it swung out over her, and she didn't break stride. _

And it wasn't just her stamina and agility that increased.

"_MMMMFFFFTTT!" she exhaled as she pushed up on the oppressive weight above her. _

_**Come on, Kitty!** Peter urged as he stood beside her, **You can do it!**_

"_GAH!" she exclaimed as she freed herself of the weight. "How much was that?" she asked Xavier and Beast._

"_Eight tons," Beast said in disbelief. He checked his clipboard and continued, "That easily makes you one of the strongest members of the team. Definitely the strongest female member."_

"_So Peter," she said as she wiped the sweat off her brow and sat up on the bench, "wanna arm wrestle me?"_

"_You'd loose," said Beast in a 'matter-of-fact voice,' "We tested Mr Parker this morning. He can lift over ten tons." She shot a glance at Beast. "Try Logan," Beast offered up, hoping for a respite._

"_You said my flexibility increased as well?" Kitty asked._

"_Yes," said Beast, "to an unnatural level matched only by..." A devilish smile crossed Kitty's face as she cast a sideways glance at Peter. He knew what she was thinking, and she could tell he liked the idea's going through her dirty mind._

"Lost something?" Carnage jeered gleefully.

"Yeah," she coughed, "can't find my way out. Can you help me?" Carnage slapped her across the face, hard. Kitty retaliated by struggling against the chains that bound her to the wall. She couldn't phase through for some reason.

"Feisty," said Carnage with a grin, "Don't even think about trying to break the chains. They're made of Uru. To contain the Hulk."

"You know," Kitty said sharply, "Spider-man's gonna kick your fucking ass."

"HAHAHAHAHAHA!" The New Goblin cackled as it entered the dark room. Kitty took note that the goblin's armour had been damaged. And that it's mask was missing. The face was still obscured by the darkness. "She thinks he's gonna swoop in and save her!"

"Like he saved us, sister?" Carnage hissed.

"She still believes in fairy tales. In Heroes, in _him,_" New Goblin jeered.

"Looks like he kicked your fucking ass," Kitty spat. She got a slap to the face from the goblin in return.

"How naive!" Carnage hissed.

"Just like we where," the New Goblin replied. It then stepped into the pathetic pool of light, revealing it's face.

"You!" Kitty shouted as she recognized the face. Mary-Jane Watson, the girl who outed her at Midtown High school. One of Peter's ex girlfriends.

"Yes," Mary-Jane purred as she traced a finger down Kitty's cheek. "me," she whispered into Kitty's ear. Kitty felt something hot and wet rub against her cheek. Like wet sandpaper.

"I wanna play," Carnage hissed, and Mary-Jane backed off, letting the monster come closer. "Isn't this a treat?" Carnage said, "Peter Parker's greatest loves, all together?"

"What...?" Kitty asked. She got her answer when the skin peeled back on Carnage's face, revealing something unexpected. Kitty gasped in shock. She had seen this face before, a picture on Peter's wall. And in his memories. The face belonged to Gwen Stacey, the girl who's death Peter believed to be his fault.

Both of the women smiled at their captive's defeat, before turning away and exiting the room.

As soon as she knew she was alone, she let her head fall down in defeat. She closed her eyes, trying to remember a happier time. She found it. A smile crossed her face as her mind wandered into the nether regions of existence.

And she opened her eyes again. But she was no longer chained up in some dungeon. No, She was sitting in a hospital room, on the bed. The very same room and bed she had been in when she discovered her telepathic link to Peter. The walls were still that pale white. The chrome on the bed-frame was still there. Hell, she was still wearing the same hospital gown, and he was still wearing a torn X-man training uniform. His eyes fluttered open from where he rested on that same old chair.

"We have to stop meeting like this," he said from his chair. She shot up from the bed and hugged him tightly, not wanting to let go.

"I was so worried..." she sobbed, "This is the only thing I could think of..."

"I know," he replied, taking her by the shoulders and looking into her eyes. This was real. Not a dream. He was really there with her. And he really leaned in and kissed her. "I was worried too."

She began to cry as she said, "Peter...that thing...its...its..."

"I know," he replied sombrely. She could see the pain and guilt on his face. She cried out softly as she hugged him again.

"I'm scared," she muttered.

"Me too," he cried softly.

"But you never get scared," she replied as she looked into his eyes.

"I'm always scared," he said softly. "scared I'm gonna fail. Scared I'm gonna lose. Scared I'm gonna loose Aunt May, or Johnny. Scared I'm gonna loose You."

"And I'm scared I'm gonna loose you."

"Don't," he whispered, "No matter what. I will find you. I will always find you."

As their connection began to break, Kitty whispered, "I love you, Peter Parker."

She opened her eyes to the real word once more, all alone again. Or so she thought.

Something moved in her peripheral vision. Something big. It wasn't Carnage or the Goblin. It was the monster who pinned her down and brought her here. The one in charge.

"_So my love,__" _it hissed as it approached, "liking the accommodations?"

"I am not your love," she shot back. Whatever this thing was, it wasn't him. And she knew it.

"So innocent," He purred as he stroked her hair. Her spider-sense went haywire, but there was nothing she could do to stop it. She closed her eyes, wanting it to stop.

"Soon," he whispered, "you will be one of us" Kitty felt something attach itself to her skin and begin to cover her body. She screamed in terror.


	15. Chapter 15: The Dark Avengers

Chapter 15:

"Hey, wake up," said Captain America as he tapped Peter's shoulder.

"What...?" said Peter as he opened his eyes in confusion.

"You passed out, soldier," said Captain America, "a couple of minutes ago. You alright?" he stuck out a hand, and Peter took it. He looked around. Everyone was there, staring at him. He was in the launch bay of the Mansion, at the feet of the Blackbird.

"Fine," said Peter, as he nodded in Ricochet's direction, who nodded in return.

"Then we need to get going," said O'Hara, "Else they'll have it."

"Were are we going again?" Peter asked, shaking his head.

"Right before you passed out, Phoenix told us she found Spider-carnage." Mayday piped up, "In what remains of Queens."

"Makes sense," said Peter, "Probably feels comfortable there."

"Why?" Francis Barton asked.

"Cause he grew up there," Mary-Anne replied with a girlish smile.

"We need to move," Ricochet interrupted, "Now, before it gets dark." He motioned for everyone to get on-board, which they did.

Symbiote-peter sat in the back and sulked. Mayday and Jean sat in front of him. Mary-Anne sat next to Francis. Laura sat with James Rodgers, while O'Hara sat behind Ricochet with Banner and Reilly, who took the Pilot's seat. Peter sat in the co-pilot's seat. Within five minutes they were in the air.

Ricochet turned on the auto pilot and turned to face Peter.

"What did you see?" he asked quietly.

"Her," Peter replied.

"How?" Ricochet asked, "A memory? Or through her eyes?"

"Neither," Peter replied, "we talked. It wasn't in one mind per say, but more like meeting halfway in-between."

"So you actually saw her in real-time?" Ricochet whispered.

"Yeah," Peter replied, not wanting to go into details.

_**He may be an older me, but our thoughts are private.**_

They arrived in Queens about two hours later. From the air, Peter could see that it had been turned into a fortress, the centre of which was his old house. Ricochet expertly lowered the jet in exactly the same feild in which Jean and hidden their jet months ago. As they exited, Iron Man landed beside them with a silent _whoosh. _

"We should split up," said Captain America as he shifted is shield. Being next to his unborn son made him nervous.

"Agreed," said Ricochet, "three groups. Stark, James and Rielly circle left. O'Hara, my youngest self and Mayday, circle right. Mary-Anne you stay with Banner and the jet." Mary-Anne did not look pleased to be left behind.

"I'll stay too," said Francis, "keep her company, and an eye out on Banner."

"...meanwhile," Ricochet continued, bristling at Francis, "Myself, Captain America, Jean and this Peter will head for the centre complex."

"Understood," several people muttered. Peter could tell that Mary-Anne was peeved for some reason, from the way she kept looking at Ricochet.

"Let's go," said Captain America, leading the way.

Erie silence fell on the group as they walked between the empty houses.

"Jean, link us up, please," said Ricochet.

_**Done, **_her powerful voice sounded in Peter's head.

_**Wow, **_said Captain America, **_Back in my day we relied on radio's_**

_**This is much quieter, **_said Ricochet.

_**Just don't think dirty thoughts and we'll be fine,**_ said Peter.

_**Is it always like this? **_Captain America asked.

_**It'l vary depending on the telepath, **_said Ricochet.

They set out on the street. It was unnerving to Peter because he had seen this very street so many times, it practically was burned into his head. He could remember children playing basketball in driveways. He could almost see Parent's talking on the street corner. He could almost hear M.J.'s laughter.

He could hear M.J.'s laughter. All around them. Cackling with devilish delight as she got closer and closer.

He ducked as a pumpkin grenade was tossed into the air. He rolled to his feet in time to dodge a series of blows from the Green Goblin.

"HAHAHA!" it cackled. Peter knew who this was in an instant. He'd heard this voice so many times before, in the school's hallways.

"Hello Harry," said Peter as he threw his ex-best friend over his shoulder. "Miss me?" Harry snarled as he got to his feet and rushed Peter, who sidestepped and kicked him in the back.

Harry laughed, "I'd never miss you."

"Pshaw," Peter replied as he swept Harry's feet out from underneath him, "You'd never have passed grade nine without me." Something grabbed Peter's arm as he went to punch Harry's face.

"Face it, Tiger," said M.J., "You're nothing without us." She proceeded to throw him several feet away. He caught both of them with webbing and pulled them towards him as Captain America and Ricochet fought Venom and Anti-Venom side-by-side.

"Actually," said Peter, "I think I'm a hell of a lot better off without you two in my life," he said as both goblins charged him. He thrust his fist out at MJ, and blocked Harry's punch. He spun on the spot and delivered a spinning kick to Harry's stomach.

A large explosion rocked the area, sending everyone to their feet. Peter gazed in the distance, and saw a plume of black smoke billowing from where the Jet had landed.

Venom crashed into the ground several feet from Peter as he herd a cry of shock.

"NNNOOOOOO!" Ricochet shrieked as he fell to his knees. A second voice chimed in, this one laughing maniacally.

Atop one of the houses, stood the Iron Patriot. He was the one laughing as his captive struggled against his vice-like grip. Mary-Anne twisted and turned with all her might, but to no avail. Something struck Peer from behind, sending him to the ground. He rolled onto his back to get a better view.

"_Hello, brother..."_ the monstrosity hissed in a voice that was his own.

"Welcome, heroes," said The Iron Patriot, "To a new age."

"What the Fuck are you talking about?" Peter shouted back.

"An age of peace. Of Order," said the Iron Patriot, "I will change the world."

"One man can't rule the world," said Captain America.

"But I am not one man," Patriot replied with a smirk, "meet the Dark Avengers." He gestured with his free hand and more figures surrounded them. "With these lieutenants, no one will oppose me. I will rule across time and space."

Then it struck Peter. The new symbiote's were familiar to him. Iron Man, Luke Cage, Iron Fist, X-23, O'Hara. Hey stood side-by-side with the likes of Carnage and Venom. All controlled by symbiote's of their own.

"You were the one who set off the Hulk!" Peter shouted.

"Correct," said the Patriot, "A little test of mine." Almost on que, a primal roar was heard in the distance.

The Hulk landed in their midst with a supersonic impact, shimmering with rage.

"_HULK CRUSH TIN-MAN!"_Hulk roared as he charged the Patriot.

"Hulk, NO!" Ricochet screamed as he green Goliath rushed forward. A dark figure appeared from nowhere, in front of the oncoming brute. Hulk simply raised it's fists and brought them down on the figure, who didn't move. The titanic fists collided with the Dark Avenger.

And did nothing at all.

The figure lashed out with a fist and struck Hulk in the gut, sending the Giant back several feet. Hulk swung again and the blow was blocked. He figure swept out Hulk's legs and leaped back to where he Iron Patriot was standing.

"If anyone attempts to follow us," said Patriot, "the girl dies." to drive home his point, he raised his arm and pointed it at Mary-Anne.

That had done it in for Ricochet. He burst forward with incredible speed towards the Iron-clad villian, raising his fist for a lethal strike. The Dark Avenger who had struck hulk intercepted, forming it's arm into a blade.

Ricochet was impaled through the chest, and hit the ground below with finality.


	16. Chapter 16: Passing

Chapter 16:

As Ricochet hit the ground, bleeding heavily from the gaping wound in his chest. Mary-Anne screamed as she managed to finally cast off her captor's grip, and she rushed forward, catching the aged Hero.

The gathered Dark Avengers grinned as they left the heroes to mourn and suffer.

"...Dad..." Mary-Anne sobbed as she removed Ricochet's helmet. Tears fell from her eyes, and onto his ruined chest. He reached up with one hand and brushed away her tears.

"...Baby girl..." he coughed, "...I don't think I'm gonna...make it hun." He gasped in pain as she continued to cry. "Lis...ten to me," he urged, "You gotta be strong. You gotta be strong for your Mom...promise...?"

"Why do I gotta be?" she sobbed, "you're gonna be with me..."

"I'm always gonna be with you," he gasped. He reached up and touched her heart, "right here," he said.

"I'm so sorry, Daddy..." She whispered. Francis Barton rushed into view. He attempted to go to her side, but Captain America stopped him and shook his head. Peter fell to his knees by his older counter-part's side.

"DO SOMETHING!" Mary-Anne cried to him.

"I..." Peter began as he fully examined the wound. There was no making it. Not even if they were in the operating room. Sheer will was the only thing keeping Peter Parker alive. And that would not last forever.

"Promise me...Baby girl..." Ricochet whispered softly.

"I promise..." she sobbed. Something grabbed Peter's hand.

"Listen to me," said Ricochet in a strained voice. "They had to get here somehow. They must have some sort of trans-dim...ensional gateway. Find it. Find them. Find her."

"I will," Peter replied.

"And when you do," Ricochet continued as more blood poured from his chest, "Take care of them. Both of them."

"I will," Peter replied.

"Never let her go, Peter. Never let her leave without telling her how beautiful she is, how much you love her."

"I will"

"Then...there is nothing to regret. Tell my tale to those who ask, the good and the ill," Ricochet's voice quieted, so the gathered heroes had to strain to hear him. "The rest...is silence." He reached up a hand towards the sky.

"Uncle Ben...?" Ricochet's hand fell to the ground with grandiose finality, scattering the dirt beneath him as his last breath escaped his body.

And from then on, he would move no more.

_**A/N: Did I do okay with this scene?**_


	17. Chapter 17: Firey entrance

_**A/N: I'm gonna be writing a series of one-shots to go along with this 'universe.' Does anyone have anything in particular they would like to see, Like moment's in the life of a character, or a part of the story from another character's perspective?**_

Chapter 17:

Johnny Storm, the Human Torch, the Fantastic Four's youngest member and founding member of the New X-men, examined the ruined street for the thousandth time.

Again and again, he played the news coverage over in his head. _Hulk was going crazy, _he thought, _Peter swung into help...Tony, Cap, Cage, Danny...Iron Patriot came next. Then Jean and Kitty. _

_How did they know to come? Did someone tip them off?_ He thought as his eyes scanned the area._ Sure, Peter and Kitty have the whole 'mind-link' thing, that's how she knew...she probably told Jean...but who told Cap and Tony and the others?_ _And more importantly, why not the FF or SHIELD? Why wouldn't he give me a call?_

_Even if the power was out cause Reid had that Oscorp tech installed...couldn't jean reach me via telepathy? _

"Anything?" said Cyclops as he walked up from behind.

"Nothing," Johnny replied, "Reed's still scanning the area for trans-dimensional energy. Meanwhile, Sue and Ben went to the helecarrier for more information." Cyclops scoffed at the mention of Mr Fantastic.

"I don't get why it has to be him," Cyclops said.

"I don't like it any more than you," said Johnny, "but he's the foremost expert on trans-dimensional energy. We need him to find them." he paused for a second, "The Professor have any luck yet?"

"No," Cyclops replied, "He's tried everything. He even hired another telepath to give himself a boost."

"Who?" Johnny asked casually.

"Emma Frost," said Cyclops.

"Isn't she that really hot chick who runs another school for mutants, and always wears white?" Johnny replied.

"Yeah," Cyclops replied.

"Hmm," Johnny muttered. He shouldn't have made that 'hot' comment. It only furthered people's assumption that he was superficial. _ Sure, maybe five years ago I was...not now. _Sure he liked to flirt with women, it was in his nature. But the one thing he would never allow is a woman to cheat on a boyfriend or husband.

Which is why he had backed off from Kitty Pryde. It had taken Johnny one glance to know that Peter was madly in love with her from the get-go, and vice-versa for her. No, he just sat back and made little flirtatious remarks to light the proverbial smouldering fire. _Not that I needed to...he did risk his life for her...numerous times..._

"How's his Aunt doing?" Cyclops asked, breaking the silence.

"Reasonably well," said Johnny, "the woman's got steel in her bones."

"Tell me about it," Cyclops replied, "I remember when we went to go retrieve her."

"Who was with you?" Johnny asked.

"Wolverine," said Cyclops, "as pleasant as ever. He would have just picked her up and dragged her to the Blackbird if I hadn't stopped him."

"Thank god you did," Johnny replied, "else she might have had a heart attack. That woman's been through enough already."

"that's why I failed to mention the bit about the Hulk to her," Cyclops murmered, "the last thing Parker needs is to loose her too."

Johnny just stood silent as he watched Reid use his portable scanner. Then something happened. A hole appeared in the air, and out jumped four figures, all in black. One of them looked familiar, it looked like it was wearing a black version of Stark's armour.

The figure standing beside the Dark Iron Man extended six claws, four on the hands, and one on each foot.

"Logan...?" was all Cyclops managed to say before the figure snarled and charged the nearest body. Reid's.

Reid contorted his body to avoid the blow as Johnny yelled, "FLAME ON!" Flying to intercept the attacker, Johnny was tackled by another one of the figures. This one had a round shield.

"Cap?!" said Johnny as it raised it's shield to strike. It never got the chance, as Cyclops blasted it backwards. Johnny rolled to the side and sent a torrent of flame towards the clawed figure as it attacked Reid again. No matter how much he didn't like Mr Fantastic, he was still Sue's husband. And their best chance for figuring out what was going on here.

"Move!" Cyclops shouted to Reid as he fired another optic blast at the wolverine-thing. He would have fired again, but the fourth figure picked up the X-man and threw him across the street.

"Retreat!" Reid shouted as he barrelled away from his opponent, who was still slashing at him with it's claws. "We're outnumbered and outgunned," he continued as he landed beside Johnny.

"We can't just leave!" Johnny shouted, "what if they come back through the hole?"

"And what if More of those things come through and overwhelm us?" Reid replied.

"I don't like it," said Cyclops as he kept the monsters at bay with his optic blasts, "but he's right."

"We'll need to regroup with the others," said Reid as he punched a button on his data-pad that summoned the Fantasti-car. "At the Baxter building," he finished.

"Fine, GO!" said Johnny, "I'll hold them off while..." At that moment, a large, red creature shot out of the hole, and towards Reid. Johnny intercepted it, however. "GO!" he shouted as he struggled against the monster's vice-like grip. As he stepped into the hover-car, Cyclops fired one last blast at the creature on top of Johnny, giving him the time he needed to shoot upwards into the air.

He shot through the city, attempting o throw the thing off his back. He turned rapidly, he twisted in midair, he corkscrewed. He did everything he could think of to free himself. As the Baxter building came into view, Johnny did the only thing he could think of.

He shot strait into the side of the building, melting his way into the FF's lounge.

He crashed to the floor, sending the red monster flying. But not before something sharp dug into his right arm. Ignoring the blinding pain, Johnny sent a maelstrom of flame at the red thing, which dodged and ran towards he Helpless Johnny.

It hit an invisible wall. Or rather, a force field generated by Susan Storm. Encased in a dome, the creature's air began to run out, and it fell to the floor unconscious. Sue rushed to his side as Johnny pulled out a red spike from his shoulder.

"Ow," he said before darkness swallowed his vision.


	18. Chapter 18: Power

_**A/N: I'm taking a few collage courses over the next couple months, so I may not be updating as quickly as I have in the past. The good news is, the courses are on writing fiction, so maybe I'll be a better writer. **_

_**I will do my best to get part one finished ASAP, though. In the meantime, Read and review!**_

Chapter 18:

"We need to go."

"No."

"We're still in danger here, M.A"

"Leave her be, Soldier."

"We can't just stay here, Cap, we have to do something."

"She just lost her father."

"And she's gonna lose a lot more if we don't get out of here."

"He's right."

The four of them turned to the tear-sodden girl in shock. It was the first time she had spoken in an hour. Captain America and Peter had moved Ricochet's body to the remains of the Blackbird, while Mary-Anne cried into Francis's shoulder the entire way. Banner simple ambled behind them in silence. Jean and Symbiote-peter were nowhere to bee seen.

They had remained silent as Mary-Anne had draped a blanket over her father, and Captain America had given a proper funeral speech.

"We need to find out were they went," Mary-Anne sniffled, "or else we may never get back to our own dimensions."

"She's right," said Peter, "And we need to find Jean, too."

"What about the other guy?" Francis asked.

"I don't give a fuck about what happens to him," Peter replied sharply, "Let's salvage what we can and get out of here."

"agreed," said Captain America, "Dr Banner?"

"Maybe I'd be better off just staying here..." Banner mumbled, "no one to hurt..."

"We're not leaving you behind to die," Captain America retorted briskly. "And besides, you're our best chance at figuring out how they got us here." He looked about the small group and said, "We leave in five," before pulling Peter out to the side.

"How are you holding up soldier?" he asked.

"I've said it before," said Peter, "I'm no soldier. I have authority problems."

"You are a soldier," Rodgers replied, "you fight for a cause that you believe in."

"I have no cause," Peter mumbled.

"You do have a cause," Rodgers said reassuringly, "Love."

"Love?" said Peter, "seems kind of stupid compared to fighting for America."

Rodgers smiled as he spoke, "I've fought many battles. For Land. For Resources. For Power. But not one of those many battles can hold a candle to what you fight for. You fight for the right to love. To choose. To be accepted." Peter smiled slightly.

"Cap I..." he began.

"You're a far better man than I was at your age, Spider-man," Rodgers said as he placed a hand on Peter's shoulder.

"Cap..." Peter continued, "I...I said some things...a while ago...I didn't mean them..." Rodgers place a hand on Peter's shoulder.

"I know, soldier. I know, because I've done things to. Things I'll never forget. Things that keep me up at night, because I failed the ones I care about," he said in a low tone.

"Then how do you do it?" Peter asked. "How do you sleep when you can see the faces of the people you've let down?"

"You learn to live with them," Captain America replied with a slight smirk. "You remind me of Bucky," he said, "so eager to impress, to prove himself, and always worrying about others before himself." They just stood there for a minute, staring off into the distance, before they where interupted.

"Cap, Spider-man?" said Banner, "we're ready." The heroes gathered in a circle. Mary-Anne still cried softly as Captain America spoke.

"We need to follow The Patriot," he said, "I have a feeling he's the one responsible for what's going on here."

"In case you didn't know, Cap," Francis spoke up, "He's got an hour's lead on us. We'll never be able to catch up with him now."

"We don't need to," said Peter, "Wherever his base is, he's gonna have my fiance with him."

"Fat load of good that'll do us..." muttered Francis.

"...and I can track her location. Once we find her, I'm sure he won't be far behind," said Peter.

"There's bound to be a trap," said Captain America, "It's what I'd do."

"No matter what," said Peter, "it's gonna end up with us against his new lackeys. Hope fully, once we free Kitty, the odds will be more even."

"Great," said Francis, "Five against ten. That's even."

"We don't have a choice," Mary-Anne whispered softly.

"It's settled," said Captain America, "Lead the way, Spider-man." Peter closed his eyes, feeling for that warm, special spot in his mind. The place were he was connected to Kitty Pryde. It seemed more distant than it ever had before. It took a considerable amount of willpower to find her.

"That way," Peter said as he pointed northwest, and the group walked in single file behind him. He adjusted their direction as he felt them getting closer and closer, until finally they reached what looked like a makeshift fortress, that had been built rather hastily.

Ignoring all pretence, Peter kicked down the door and walked inside. It was dark, but not to his eyes. He could see fairly well in low-light situations, but Banner, Francis and Captain America couldn't, as they bumped around behind him. Only Mary-Anne remained as quiet, making as much noise as her mother would.

_**Peter!**_ Kitty's voice cried in his head.

_**Kitty!**_ He screamed in response.

_**Help me! **_She shrieked as he tore away from the others and bounded down the dimly light hall. He turned left, then right, and broke into a dead run until he reached a large metal door. He gripped the edges and pulled. At first, nothing happened. Then a screeching sound was heard, and the metal began to bend ever so slightly.

_**AAAAAAHHHHHHHHHH! **_She screamed again. He redoubled his efforts on the door. Finally, it snapped off, and Peter tossed it aside like a toy.

On the other side of the door was a very large room. Circular in shape, with a domed roof. On the opposite end of the room, was a large, semi-circular arch, with a glowing blue energy flowing inside it. In front of the arch stood a single individual. The Iron Patriot, at the control panel.

"About time," said The Patriot. To Peter, his voice sounded familiar. The Patriot's helmet was off, but Peter couldn't see his face.

"Were is she." Peter growled.

"Always strait to the point, aren't you," said The Patriot as he turned to face him, "Mr Parker."

"You?" Peter shouted in astonishment.

"Yes, me," Norman Osborne replied, "me, me, me."

"How...?" Peter blurted.

"Quite simple," said Osborne, "I've always wanted Power. But it was never enough. I wanted more and more as I gained Power. So I went looking for this." He held out his hand, and in his hand was a small green crystal.

"The M'kraan crystal," Peter muttered.

"Is only one of it's names. The Philosopher's stone, the Karribur Crystal. But by-far my favourite is the Power gem." Said Osborne, "It has the unique capability of supplying me with any amount of power I want."

"To much power," Peter snapped as he slowly edged his way to Norman.

"Unfortunately, Peter, It only works back in our home dimension, but was hidden here, were it was mistaken for a simple diamond."

"For good reason," Peter retorted.

"Yes, the Illuminati are chalk full of good reasons." Osborne continued, "But no one defies the Masters."

"The masters?" Peter said, trying to keep the attention off of himself.

"Of the world. They bid me to create an army to find it. And with this power, we will ascend to our holy spot on Valhalla!"

"You, sir," said Peter, "are crazy. Valhalla is for Asgardians, for gods. Not you."

"I AM A GOD!" Osborne shrieked, before calming down slightly. "You wish to know where you beloved is?" A small black figure landed beside Osborne. "Right here," he laughed as the Symbiote controlled Kitty Pryde lunged at her husband-to-be.


	19. Chapter 19: Pryde

Chapter 19:

She rocketed towards him, with spines forming out of the Symbiote, ready to kill Spider-man again. And she couldn't do a thing to stop it, it was just to powerfull.

_Move! _She sobbed in her head, unable to move her jaw to scream the words aloud. And no longer able to feel him inside her head. All she could do was watch as this thing used her body to kill Spider-man. Again.

Peter dived out of the way in time and rolled to his feet as Kitty turned and leaped high into the air for a strike. He blocked it, and tried to sweep her legs out from underneath her, but the suit had control of her powers, and phased them through. The Symbiote lashed out with a kick of it's own, but Peter dodged that to, and the razor sharp spines that followed.

He flipped her body over top of him, sending her across the room. The Symbiote snarled as Peter removed his mask.

"Kitty, it's me, fight it!" he shouted before jumping out of the way of the Symbiote again.

_I can't..._she sobbed as the Symbiote finally managed to grab him, _I just can't... _He closed his eyes as the Symbiote raised it's arm for the fatal strike.

_**No!**_ Kitty yelled as she willed her body backwards, fighting for every step.

_**Stupid girl!**_ The Symbiote hissed in her mind. Kitty screamed as pain shot through her body. **_Do you really think you can fight me? I'm gonna make you watch as I tear out his beating heart!_**

_**No! **_Kitty shouted in defiance. **_I won't allow you to!_**

_**You won't allow me to? **_The Symbiote jeered. **_I know you. I can make you feel unbearable pain. _** Kitty screamed in pain again. _**I can make you re-live your worst nightmares.**_

Suddenly, she wasn't in the gateway room anymore. She was lying on the pavement outside central park.

_**Not this...**_ she muttered.

_**Yes, girl...this. When you couldn't even stand on your own two feet to help him! You just watched as he was nearly killed!**_

_**You monster!**_ Kitty shrieked.

_**You are the monster here.**_

_**I did everything I could!**_

_**And yet, it wasn't you that saved him, was it? **_The symbiote said as the events played out before them. Peter falling to the ground. Johnny fighting Captain America. Kitty discovering Peter's identity.

_**I...I can still take you!**_ Kitty shouted.

_**What makes you think that you alone can stop me! **_The symbiote laughed gleefully.

"_What makes you think she's alone?"_ said an unfamiliar voice in her head. The scene disappeared before Kitty's eyes, and was replaced with a white room. She sat up, across from the Symbiote, who glared at her with malice, ready to pounce on her.

"_Always calling for help, aren't you?" _The Symbiote sneered.

"_Everyone needs help every now and again," _said a man's voice, as his silhouette appeared in the distance, and walked towards them.

"Who do you think you are!" the symbiote yelled at the newcomer.

"No one of consequence," said the aged man. He wore an old pair of jeans, a black T-shirt with a brown leather jacket over top. On top of his greying hair was an old fisherman's hat, decorated with a number of patches and oddments.

"Looks like you're in a bad way," the old man said as he reached a hand down to Kitty, and she took it and stood up. She looked into the man's eyes. Something about them seemed familiar, even though she had no Idea who he was. But still, there was a glimmer in his eyes that seemed so familiar.

"I guess you could say that," Kitty replied, "Who are you?"

"I am nothing," the man replied, "nothing but a memory now."

"Do I know you?" she asked.

"No," the man replied, "we have never met. But we aren't here to talk about me. We're here to talk about you, Kitty." She was shocked that he knew her name, but before she said anything, he continued, "I know everything you know."

"The you know how I'm gonna kill you!" the Symbiote shouted as it launched itself at the old man, who raised a hand. The symbiote stopped as if it hit an invisible brick wall.

"She's in control here, monster," the old man replied to the Symbiote, "What Kitty Pryde wants, happens. In here, you are less than nothing."

The symbiote snarled and said, "I am Kitty Pryde!"

"No, you're not," said another voice. "You are nothing but a parasite," Professor Xavier continued as he rolled up beside the old man.

"Professor!" Kitty exclaimed as she hugged him tight.

He patted her on the back and said, "Hello, Kitty."

"Ha!" the Symbiote snapped, "Is this all you can do to stop me? Bring up a cripple and a stranger to fight your fight?"

"She didn't bring us," said the old man, "you did. In your arrogance."

"I AM I CONTROL HERE!" the Symbiote screamed.

"No your not, Bub," Logan replied as he and the other X-men appeared behind Kitty. And behind them, more of her friends and family. Her parents, grandparents, cousins. Her teachers, and grade-school friends. Even people she didn't know where there. And beside her stood Peter.

A girl in her mid-teens stood beside Peter, who smiled and said, "I love you."

"Ha!" the Symbiote laughed as it advanced to Peter, "Love! Love never saved anyone, did it, Parker?"

"Now you leave him alone," said a blonde-haired girl who stepped out of the crowd.

"Our we're gonna kick you fucking ass!" shouted Megan Gwyn. Behind Kitty, everyone cheered.

"So we're gonna give you one last chance, monster," said Xavier.

"Leave now," Logan continued.

"And never come back," said Peter.

"Ever again," the old man finished.

Then everything went dark, and kitty was able to open her eyes again.

_**A/N: Any guesses to who the 'old man' is?**_


	20. Chapter 20: Yours and mine

Chapter 20:

Peter let out a cry of relief as the symbiote began to peel back, away from Kitty. The first thing to be revealed was her face. Battered and bruised as it was, it was still the most beautiful sight he had ever seen. He pulled off his mask and rushed to her side and held her head as she opened her eyes weakly.

"Hey," she said.

"Hey," he replied with a tear running down his face. He kissed her as Captain America and the others poured into the room, distracting Osborne from his work once more.

"Ah, the avengers," Osborne said in a mocking tone, "So nice of you to join us."

"Party's over, Patriot," said Captain America as he readied his shield.

"I agree," said Osborne, as he pressed a button on his arm, and began to move towards the energy field.

Mary-Jane and Harry dropped in between Osborne and the heroes. Francis fired an arrow at Harry, and it bounced off his armour as Harry lunged for Captain America. Hitting him with his shield, Captain America proceeded to throw his shield at Mary-Jane, who caught it. Mary-Jane then lunged for Mary-Anne with the shield.

"Oh no you don't!" Francis shouted as he fired off several more arrows at M.J, who abandoned her attack to roll out of the way and throw a grenade at Francis in return. Peter grabbed the grenade with webbing and hurled it at Osborne as he made his way to the energy field. Osborne reduced the grenade to dust with a single repulsor blast.

Osborne fired a repulsor beam at Peter, who jumped out of the way. He rolled to dodge a second one and backpedalled to avoid the third. A smirk crossed Osborne's face as he shifted his arm away from Peter. The beam charged slowly, giving Peter enough time to realize it's intended target. Kitty was semi-conscious on the floor, unable to move. Peter tore himself towards her.

From the shadows, a figure screamed and tackled Osborne with all it's strength.

"_YOU PROMISED!" _Spider-carnage roared as he struck Osborne in the chest. A repulsor beam to the face knocked him back several feet, but didn't kill him.

"Next time get it in writing," said Osborne, and he turned to his minions, "Time to go," he said. He walked towards the energy once more, with both goblins guarding his back.

"_SSSSSCCCCCRRRRREEEEEE-AAAAAAAAWWWWWW!" _

All the bodies turned to see a large chunk of the domed roof be torn off. In it's wake floated Jean Grey, her flaming red hair flowing fiercely in the wind. She wore an expression of malice as she stared down at Norman Osborne.

"_**You dare to steal the M'kraan crystal from it's holy resting place, mortal?" **_Her voice sounded immensely powerful, like a thunderstorm.

"I thought we might meet again," said Osborne. "So I came prepared." He pressed another button on his arm, and a single beam of the blue energy struck Jean, who fell to the ground stunned for the moment. Osborne and his Goblins made a hasty retreat into the energy field, disappearing from sight as Jean recovered.

"_**FOOLS!" **_Phoenix screamed as she shot after them.

"You four," Peter shouted, "follow them! I'll be right behind you!" Captain America nodded as he and the others ran to the portal. Peter, however, turned back to where Kitty lay.

Only, he was already there.

"Kitty," Spider-carnage whimpered as he stroked her face, and she stirred slightly. "You're back..." he continued to cry.

"HHHHMMMMM...?" Kitty muttered behind closed eyes.

"Now everything' gonna be okay..." Spider-carnage murmered, "everything can go back to the way it was..."

"Kitty," said Peter.

Spider-carnage snapped his head around to face Peter, and shouted, "_GO AWAY!"_

"No," Peter replied.

"_SHE'S MINE!" _Spider-carnage roared and leaped to his feet. He and Peter began to circle around Kitty, eyeing the other.

"She's not your Kitty Pryde," said Peter. "I'm sorry, but yours is dead. Along with everyone else."

"But if I can get her back, maybe they'll come back too," Spider-carnage replied.

"No they won't," said Peter, "they're dead."

"But...but...he promised he'd bring them back..." Spider-carnage cried. " But you took him away. So...If you are gone, then he'll come back. Then she'll come back to me, then they all will!" Spider-carnage tackled Peter, who kicked him off and retaliated with a series of web-shots.

"He lied to you!" Peter shouted.

"_NO!"_ Spider-carnage roared as he barrelled towards Peter, who punched him in the face. Spider-carnage retaliated by sweeping Peter's legs out and bringing his elbow down on Peter's ribs. Peter rolled and struck out with both feet, Kicking Spider-carnage in the face.

Peter got to his feet as Spider-carnage charged him again, this time forming his hand into a blade, ready to kill. He tackled Peter, who caught the bladed arm and did his best to keep it away from his throat.

"_I NEED HER!" _Spider-carnage screamed as he pressed the blade closer to Peter.

"SO DO I!" Peter shouted back at him. This caught Spider-carnage's attention, and he released Peter.

"No...I...I...need...she...UNCLE BEN!" Spider-carnage yelled as he fell to his knees, holding his head in his hands. Spider-carnage looked upwards through the hole in the roof, and up into the sky. His eyes fixated on a single star as he said, "I'm so sorry."

Spider-carnage looked at his bladed arm, as if considering something, then drove it into his heart. He hit the floor, and as he bleed out, his eyes feel on Kitty, who had finally sat up, and was looking back at him.

"I love you," Spider-carnage whispered, before closing his eyes.

Kitty turned away from the horrid sight before her as Peter picked her up with both arms. Nothing needed to be said as he carried her through the energy portal. He simply held her tight, afraid to let go as the blueish energy consumed them.

The blue light faded before them. And what they saw could best be described as hell on earth.


	21. Chapter 21: Return

Chapter 21:

They had arrived exactly where they had left. In the middle of the street. All around them, fires burned in overturned cars, people ran through the streets screaming. Peter leaped to avoid a thrown car that came his way. A humanoid robot glared at him with red eyes, and raised it's arm, which was a cannon. It would have fired, but three adamantium claws popped through it's chest, disabling it.

"Where the hell have you been?" Wolverine shouted as he tossed the robot aside with ease.

"Long story!" Peter replied over the clamour around them. Wolverine took one glance at Kitty, who was still in Peter's arms, and Peter continued, "She's fine, just a little cut up."

A metal tentacle slammed into wolverine and sent him flying across the street.

"Spider-man!" Doc Ock shouted gleefully, "I was afraid Osborne got to you first!"

"Guess you're just gonna have to kill me yourself, aren't you?" Peter replied before leaping into the air, and landing beside an ambulance and it's crew.

"Take her," he ordered as he set Kitty down on the stretcher, "she's hurt bad."

"No Peter," Kitty argued as she tried to sit up, "I can..."

_**Kitty, you can barely stand. You need to get to a hospital, now. If worst comes to worst, the hospital will be next. Someone needs to be left to protect the patients.**_ This calmed her down as the paramedics loaded her into the back.

Peter then turned his attention back to the scene unfolding before him. It looked as though every single super-villain was running around, causing mayhem. Peter personally spotted Electro, Sandman, The Wreckers, Juggernaut, Mole-man, and Doombots. High above him, War-machine was trading shots with Iron Monger.

To his left, the Thing wrestled with Venom. And Venom was winning. Peter pulled Venom off with a web line, and smashed him into the side of a building.

"Thanks, bug," said Ben as he picked up a car and hurled it at Rhino.

"No problem!" Peter replied as he kicked a Doombot's head off. "I..." He was tackled by a black figure. The symbiote-controlled Laura Kinney. She pressed her claws into his shoulder, and he grunted in pain. A large hand grabbed her waist and threw her off.

"_HULK SMASH!" _roared the green giant as he grabbed the rampaging Juggernaut and slammed him into the floor.

A beam of energy struck the ground near Peter's feet. Peter looked up to an adjacent rooftop. There was Norman Osborne, in his armour. In his hand he held the green crystal as it glowed brilliantly.

"Hulk!" peter shouted. Hulk turned to face Peter fully. "Throw me," he said and pointed, "at him." Hulk just smiled wickedly and hurled Peter like a fastball, heading strait for Osborne. He hit an invisible brick wall in mid-flight, and crashed to the ground at Osborne's feet.

Peter spat the blood out of his mouth as he struggled to stand. His leg was broken, and his arm was dislocated.

"You never did know when to give up," Osborne jeered.

"Proportional stubbornness of a spider," Peter coughed.

"Yes, we will have to remedy that," Osborne said as his eyes glowed red. "This ought to do it," he said as lasers shot out of his eyes and hit Peter in the stomach, sending him flying into a wall. Smoke rose from Peter's costume as he stood up again.

"Neat trick," Peter grinned as Osborne scowled and raised his hand. Peter was lifted into the air and felt his windpipe contracting. "Nice one...Darth" was all Peter managed to say before his air began to run out.

_Thunk!_ Captain America's shield struck Osborne from behind, causing him to loose focus and release Peter.

"You dare!" Osborne screamed at the Captain as War-machine landed beside Captain America.

"Yea, he does," said War-machine as he raised one of his missiles and aimed it at Osborne. "Now dodge this."

"I wouldn't do that If I where you," said Osborne with a wicked smile. The door behind him opened, and out stepped the symbiote-controlled Luke Cage, holding a struggling woman.

He was holding Aunt May.

"No!" Peter shouted as he readied himself to attack.

"One more step and I blow her head off," said Osborne as he raised the crystal and pointed it at Aunt May's head. Peter tightened his fist in anger, and let out a small snarl.

"Now that we understand one another," Osborne continued, "I think it's time to see what this gem can really do..."

He clasped it in both hands. Almost instantly, he began to change. His armour fell off as he grew bigger. Two, three, maybe four times as big as Hulk. Osborne's skin glowed a sickly green and horns grew out of the top of his head. His eyes glowed red and his teeth sharpened to points. Spikes formed along the outside of his arms and legs. Then, worst of all, he erupted in red fire, all around his body.

"_Yessss!" _Osborne hissed as he loomed over all present. With a flick of his wrist, he sent War-machine flying. He thrust out a hand and fire shot out toward Captain America, who blocked it with his shield, but was still sent backwards several feet. He raised his free hand and brought it down on Peter so fast that he had no chance to dodge, only to catch the blow.

"_SSSSSKKKKKRRRRRREEEEE-AAAAAAAWWWWWWW!"_ A streak of gold fire hit Osborne squarely in the chest as Phoenix floated above him.

"_YOU!" _They both shouted as Osborne propelled himself into the air. Almost simultaneously, they both shot streams of energy at one another. The streams collided in mid-air, and the supersonic impact was so strong that the very building Peter was on began to crumble. He instinctively grabbed Aunt May with a web and shot into the air and to a relatively safe location.

He set her down on the pavement in a nearby alley. She'd been knocked unconscious by the looks of it. Peter put her in the back of his mind as he raced back to the centre of the action.

Phoenix and Osborne were still trading mighty blows in midair. Each strike shook the ground. Osborne's fire glowed even brighter red, and a fiery bird encased Jean entirely.

Phoenix reared back and shot forward as Osborne fired his most powerful beam yet. There was a deafening explosion that sent everyone to their knees as a bright white light encased them.

An odd silence followed. S.H.I.E.L.D agents rounded up the remaining super-villains. All the symbiotes had left their hosts when the sound-wave hit them. Every glass window had been shattered for miles. Osborne had reverted to his normal self, and cackled gleefully where he lay. Captain America had taken the Power gem from him and given it to a high-ranking S.H.I.E.L.D agent.

_**Peter! **_Kitty called out.

_**I'm fine,**_ he replied as he walked back to the alley where he had left the unconscious Aunt May.

_**What happened?**_ Kitty asked.

_**Osb...the Patriot had this crystal that gave him new powers. He fought Jean in mid-air. Huge explosion.**_ He continued as he finally reached Aunt May. **_I can't tell you how much it means for me to hear your voice again, Kitty._**

_**Neither can I, **_She replied as he crouched down by Aunt May. She was still out cold.

"Aunt May?" he said as he patted her face. She didn't respond. He shook her lightly by the shoulders as Mary-Anne and Francis Barton entered the Alley behind him. Then Peter's heart stopped.

Aunt May's eyes were still open.

He felt for a pulse desperately, to no avail. He double and triple checked. Her skin was cold to his touch, and her glasses where slightly askew.

"No..." he mouthed.

_**What's wrong? **_Kitty asked.

"NNNNOOOOOOOOO!" He cried at the top of his lungs as he cradled his Aunt's body close to his heart. Police, Hero and reporters tried to flood the Alley, but where stopped by the imposing figures of Wolverine and Captain America. He just rocked on the spot, praying to god that things could be alright.

_**WHAT HAPPENED? **_Kitty shouted in his mind, but in his grief, he did not hear her. He set his Aunt's body down with grace as the object of his thoughts changed. He pushed past the crowd, not bothering to hide his pain. He made his way to a S.H.I.E.L.D prisoner truck.

_**Peter... **_Kitty muttered.

He approached the truck's only occupant. Norman Osborne sat in the truck, laughing manically. He laughed even louder when he saw Peter approaching him.

"Lost something?" Osborne cackled.

_**What are you doing...?**_

Peter placed both hands on either side of Osborne's face and looked at him strait in the eyes.

_**PETER DON'T!**_ Kitty screamed as Peter jerked his hands.

_Crack!_

xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxx End of Part 1 xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx

_**Please don't hate me.**_

_**And don't worry. More mischief and mayhem to come**_


	22. Chapter 22: Reunion and Loss

xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxx Part 2: Illumination xxxxxxxxxxxxxxxxxxxxxxxxxxxx xx

He walked into the hospital room. It felt so familiar. Except this time he was the one with the gaping hole inside. Kitty didn't need to say anything as she rushed him and hugged him as tight as possible. They rotated on the spot for several minutes. Finally, he looked into her eyes. He could see his own pain reflected in them. He had long since run out of tears to cry, but hers remained fresh as they kissed.

They spent the night in the hospital room. They didn't sleep, really. In the place of sleep, they shared dreams and memories together. They relished in their favourite memory, the first day they met.

They walked through their shared memory together. Each remembering their first impression of the other. And they didn't stop with one memory, they moved onwards. Their first team-up, the fight in central park, the danger room session, the first night they slept together.

But Kitty was careful to avoid certain painful memories. She would take control when the memory turned to close to Aunt May. It was difficult for her, as she was in many of their memories, and Kitty's own grief threatened to consume her as well.

She learned things, too, while inside his head. She learned of his encounter with the other Spider-men. There was the one from the distant future, a daughter of his and Mary-Jane's, A younger, volatile version of himself, An older, married version too. But what gave her the most joy was the knowledge of her daughter. And Peter could sense it, as Kitty watched her actions, how they were the best of her parent's.

_**Kitty, **_he finally spoke.

_**Yes? **_She whispered back as she rested her head on his shoulder.

_**I want to...to move the wedding...I know you wanted a big reception and all...but I want it to be next week.**_

_**I...are you sure...? With all...that's...happened...?**_

_**The only thing that I am sure of right now is that I love you, **_he said in a low voice. **_And that I don't want to lose you. I don't want to wait, Kitty. What if something happens to one of us...? _**

She shifted so that his head was now on her shoulder. As he finally dozed off, she whispered, "Nothing's gonna happen to either you, Peter. I promise you."

As her eyes began to flutter, Kitty had the strangest feeling of an ominous presence looming over her.

_**A/N As always, feel free to review! Much more to come. **_


	23. Chapter 23: Best man

Chapter 23:

_**Peter,**_ Kitty whispered. He grunted as he began to open his eyes. **_Someone's here to see you. _**His vision cleared enough for him to see the woman standing there, wearing that oh-so familiar blue jumpsuit made of unstable molecules.

"Susan?" he asked groggily.

"It's me, Spider-man," she replied with a warm smile. Now he could clearly make out her features. Shoulder-length blonde hair, blue eyes and a stout but slender build. He had admitted to Johnny once that he had once had a slight crush on her, and received a punch in the jaw.

"I'm sorry to disturb the two of you," she continued, "but John's been asking for you ever since he knew you where back."

"Where is he?" Peter asked as he got up from the hospital bed.

"He's..." Susan muttered, "he's at the Baxter building right now. Avengers tower got attacked pretty bad, so it's only temporary." She turned to Kitty, "The other X-men are there as well."

"Okay," said Peter as he walked towards the door.

_**You sure? **_Kitty asked as she got up behind him, **_you need to rest._**

_**No. I can't just sit around and do nothing, **_He grunted roughly, **_Just...don't leave me alone, _**he added with a whisper.

_**I won't, **_she reassured him as they followed Susan to the roof.

"Where are you taking us?" Kitty asked politely, "The street's down there."

"I parked the car on the roof," Susan said over her shoulder.

_**How? **_Kitty asked him.

_**It fly's, **_He answered. True to his word, Susan opened the access door and there was the Fantasti-car. It's sleek blue metal glistened in the morning rays of sunlight. Susan took the pilot's seat, while Peter and Kitty took passenger seats behind her.

"Buckle up," said Susan as she raised the hovercraft into the air. Both Peter and Kitty obliged as she shot forwards on the controls.

"Reid just gave it a speed boost," Susan shouted as they raced over rooftops, "Now it can break the sound barrier."

"Really?" Kitty shouted back, "I hadn't noticed!" As they sped over the streets, Peter caught a glimpse of Damage control cleaning up the ruined street.

"I like this one, Spidey!" Susan shouted over the high winds, "Leagues ahead of that Cat whore. This one's defiantly a keeper!" Kitty shrank back slightly and blushed beneath what remained of her mask. Susan took no notice, as she yelled at the top of her lungs "WHOO-HOO!" as they made the final stretch to the Baxter building.

As the tower loomed ever closer, Peter took notice of a gaping hole in the side of the building. He made a mental note to ask Johnny what had happened while they were gone. Susan brought the Fantasti-car to a gentle stop in the hanger. Peter immediately took notice of the other craft nearby. To his left, the Blackbird waited silently. To his right were two avengers quin-jets, along with a S.H.I.E.L.D. Personnel transport. But other than the three of them, the hanger was empty.

Their footsteps echoed in an eerie way as they walked across the hanger to the door that lead to a common area. Before they opened it, Susan turned to the two of them.

"Before we go in," said Susan, "I want to express my condolences, Mr Parker."

"How...?" Kitty began to ask.

"Reid showed me the report of yesterday's events. A DNA test determined his Aunt's identity, and I assumed yours, Mr Parker. Given your reaction to her death." Susan replied, "I took the liberty of erasing all the footage I could find."

"Thank you," Peter muttered softly.

"Second," Susan continued, "Not everyone is...happy about what happened to Osborne. Most of them think he should have been interrogated."

"Would you have done different if he killed John?" Kitty said threateningly.

"No," Susan said calmly, "I wouldn't have done anything differently. No one is blaming you. They just wish you'd have done it differently." She turned and opened the door quietly.

Inside, was a screaming mass of people.

"It was Stark who trusted him in the first place!" Nova yelled.

"It was a unanimous vote!" War-machine replied angrily.

"Someone didn't run a background check!" Moon knight injected.

"He had a clean slate!" Ms Marvel screamed.

"Clearly someone didn't do their job!" Iceman shouted, "Otherwise we would have known he was one of Spider-man's..." Everyone stopped when they saw Peter standing there. Out of the crowd ran Pixie, who hugged Kitty tightly.

"We didn't know..." Megan said softly.

"I know," Kitty replied in an equally soft tone. Peter just walked right past the stares of his colleagues as Sue lead him to Johnny's room. She opened the door and he walked in, with Kitty trailing behind.

"Hey," He said in a subdued voice.

"Hey!" Johnny replied as he sat up, more alert. " 'bout time you showed up, got a little worried you'd forgotten about me!" he said as he waved his bandaged arm.

"What happened to you?" Kitty asked.

"That red thing...damage or whatever...stabbed me a couple of days ago when they first came through. Reid and Sue say it'll heal up just fine in a few weeks," Johnny smiled.

"So you won't be fine by next week?" Kitty replied.

"I'll be better, why?" He asked. Kitty just smiled weakly as she rubbed Peter's shoulder.

"We're...we moved it up to next week," Peter said casually.

"Moved what?" Johnny said in a perplexed voice as he looked from Peter to Kitty to Sue. "The wedding?" He asked. Kitty smiled in lieu of a worded answer. "Dude!" Johnny said as he rushed forward and gave them both a hug, "That's aws...Ow!" He fell back as he clutched his wounded arm.

"You're gonna need to rest," said Peter sarcastically.

"I'll be fine," Johnny said.

"...If you're gonna be the best man." Peter finished. Johnny's jaw dropped.

"Really?" Johnny exclaimed, completely floored. "You want me?"

"Yeah," Peter replied, "I do. For a while now."

"Wow," said Johnny, "Bet your Aunt's not to impressed abo..." He stopped as both Kitty and Sue made rapid cutting motions across their throats. But it was to late to stop the new wave of tears. "I didn't know..." he began.

"It's alright," Peter choked. "I'll be back tomorrow, okay?"

"okay," johnny replied.


	24. Chapter 24: Lost Gem

Chapter 24:

So began the wedding plans. By unanimous decision, it would be held at the Xavier institute. Professor Xavier himself would give the ceremony. Carmen and Theresa Pryde were flown in to supervise planning, after all, 'the bride and groom shouldn't have too.' Several large donations came in from very wealthy donors. Enough money flew in for them to be able to afford the kind of Wedding Peter had wanted to give his bride. Through a bit of detective work, Peter determined that at least one of the donations came from Stark Enterprises, and another from the daily bugle.

Friends and family flew in from everywhere. One occasion stuck in Peter's mind more than the rest.

"Rouge!" Kitty shouted as she rushed to greet the woman at the door. She wore a complete body-covering mesh, along with gloves. Her hair was black with a white streak, and she spoke with a thick southern accent.

"Hey sugar!" rouge replied as she was crushed by the hug. "What'cha been eatin' hun? You're stronger than a bear!"

"Sorry," said Kitty, blushing slightly.

"Don' be sorry, darlin! It's your wedding!" Rouge replied with a smile as she turned to Peter. "I want me one of him," she smirked, "damn girl, you got good taste!"

"Back off, he's mine," Kitty giggled.

"We'll switch," said Rouge, "I'll take the hunk, you take Remy." She motioned to the man beside her, and he stepped forward.

"Remy LeBeau," he said in a thick accent, and stuck out his hand, which Peter shook.

"Peter Parker," he replied with a smile. He didn't know what made this particular event stick in his mind. Maybe it was the normalcy of it. Maybe they reminded Peter of him and Kitty.

Of course, there were other, memorable arrivals, like when a Mutant named Kurt arrived by appearing on top of Kitty. She reacted instinctively and punched, not knowing who he was. He received three broken ribs. Or when Johnny sneezed on the Ice sculpture Bobby had just finished. Or when Johnny made the mistake of walking past a tiger with a ham sandwich. The tiger had been a gift from King T'challa, and it was worth every cent it cost to feed.

All these distractions worked well for Peter. It distracted him from the pain he knew he must face eventually. Which is why he was slightly annoyed when a lawyer showed up at the door.

"I'm looking for Peter Parker," said the woman when Peter opened the door.

"That's me," he replied hoarsely.

"Is there somewhere we can talk in private?" she asked intently, as if there was something to hide. He lead her to the dormitory he was temporarily sharing with Kitty, and closed the door. The woman pulled a piece of paper out of her briefcase.

"The last will and testament of May Parker," she read aloud, "read by Jennifer Walters. '_To Peter Parker, my only living relative.'_ It reads..."

"_Peter, I hope you know that no matter what, I love you. I'm not your mother, but you have always been my son. I know things haven't always been easy between us ever since your Uncle died, but I love you nonetheless. I know I can never leave you anything that will truly replace me, but I want you to take it. I leave you with all my worldly possessions, house and remaining wealth. And with one last piece of advice. Go and live your life to it's fullest_."

Jennifer put down the paper and pulled out another one. "In addition to your Aunt's will, you are the sole beneficiary of your Uncle's will as well, which I have here."

"_To my darling wife, I leave..._here_... Peter, son. I know I'm not your father. I know I'm not as smart as he was, or as smart as you are. And I defiantly know that I'm no Tony Stark. But even I can see that great things are in your future, Peter. And as long as you stay on the path that you're on, You will get there eventually. All that I ask is that you not forget where you came from, or those who helped you get there. Oh, and one last thing. Will you please look after your Aunt for me_,_ Pete?" _

She paused briefly before continuing,. "The sum total to which you are entitled to, Mr Parker, is $302 365, plus the contents of three safety deposit boxes, and your Aunt's house."

She got up to leave, but turned quickly, "And this," she said as she pulled out a medium-sized envelope and handed it it him. Then she showed herself out as Peter sat on the bed, perplexed.

_**You alright? **_Kitty asked.

_**I'm fine, **_he replied briskly.

_**Who was that? **_Said Kitty.

_**My Aunt's Lawyer, It's about her will. **_He replied.

_**And?**_

_**She left me everything. Over $300 000. We're honeymooning on the moon.**_

_**Funny.**_

_**Fine. Hawaii.**_

_**Better, **_she mused.****

He unsealed the envelope, and withdrew a letter and a smaller wooden box. He looked at the letter first, and recognized his Uncle Ben's handwriting.

"_Your father left this in my possession the night before they disappeared. He never told me what it was, only that is was for you alone. -Uncle Ben"_

He opened the box, which bore an 'I' insignia on the lid. Inside was another letter.

"_Fury will tell you everything. Find him. Keep safe. -Richard"_

A small blue gem clattered to the floor as Kitty entered the room.

"What is it?" she asked.

"I don't know," he replied as she wrapped her arms around him.

"Well, we can find out together," she said as she kissed him on the cheek. "Just not tomorrow, okay?"

"Okay," he smirked, like he would forgo his own wedding.


	25. Chapter 25: Reilly

Chapter 25:

He landed the Blackbird softly on the rooftop. He had asked the professor if he could borrow it for a little night-before-the-wedding outing with Kitty.

_**You still haven't told me where we're going, **_Kitty pleaded.

_**It's a secret, **_He replied with a grin as he opened the roof access door and allowed her to enter first. They held hands as they descended the stairs, all the way to the bottom.

_**Couldn't we just use webbing to get there? **_She asked.

_**Not where we're going. It's somewhere special. **_He repeated as he opened the door for her. Arm in arm, they walked down the street as a couple, as normal as any of the ones around them. Finally, they reached their destination.

The Forest Hills Cemetery.

_**Ohhh...**_was all Kitty managed to say as he pushed open the iron gates.

_**I think it's about time you met my Parents, **_He replied softly as they wound their way through the headstones. He knew his destination by heart, so it was no issue for him to find what he was looking for in the dark, even though it had been so long since his last visit. Finally, they stood in front of Richard and Mary Parker's graves.

"Hi Mom," He smirked quietly, "Hi Dad." Kitty rested her head on his shoulder, giving him support. "I know I don't come as often as I should but..."

"Things have been busy," Kitty continued. "Your son is the most wonderful, Amazing and Spectacular person I've ever met. You two must be so proud of him. I know I would be." She smiled as she cast a glance up at him.

"I was at an all-time low when I met him," Kitty continued sombrely, "I'd been assaulted. My boyfriend had tried to rape me. I'd been shunned by the world. Then he had the guts to come say hi to me on my first day at a new school. Then I got to know him better. Then he found my secret, and didn't care. Then I really started to like him a lot. Then I found out about his secret, and felt like he was the one. Now he is."

They just stood on the spot, hugging the other for moral support. Neither of them heard the footsteps of the person walking up behind them, until he was right there.

"Is it true?" The familiar voice asked. They both turned, and came face-to-face with the un-costumed Symbiote-peter. He looked horrible. His clothes were torn, his eyes were sunken and puffy, and his hair was a wreck. "True...about..."

"Yes," Peter replied with strain, still not fully accepting it himself. He placed a hand on his alternate counterpart's shoulder. His counterpart hit the pavement, tears streaming from his eyes.

"Hey," Kitty said as she knelt beside him, trying to offer solace.

"Its all my fault..." he cried aloud. "I...I was so angry after...then the suit came to me...told me it would be okay..."

"I know," said Peter.

"No..." his counterpart continued, "You don't...In my world...I...I..." He struggled to speak.

"It's okay," Kitty said.

"No..." he said, "It's not. In my world...I...I turned you in...all you..." he sunk even lower to the ground as black slime dripped from his skin and disappeared into the ground.

"I let everyone down," The alternate Peter continued. "Gwen, Aunt May, Uncle Ben..."

"You didn't let your Uncle down." said Kitty, "That I know."

"You didn't know him," The alternate Peter sobbed.

"He came to me," Kitty replied as she cast a look at her fiance. "When that...that...thing had me. He came out of nowhere, and he saved me."

"He...he did...?" His alternate counterpart asked her.

"Yes," Kitty smiled as he stood up on shaky legs. He began to turn and walk away, but Peter stopped him.

"Reid's working on a way to get you home," said Peter, stopping himself in his tracks.

"I can't go home," said the alternate Peter. "I'm starting over. Here. Where I can maybe make a difference. If you ever need me, just look up Ben Reilly."


	26. Chapter 26: Thunderstrike

Chapter 26:

He paced the length of the room again. How long had he been there?It was only ten in the morning but he felt like he had been there for a day. He fidgeted with his tie again, it felt to tight. Or maybe he was sweating to much.

_Why does it feel like it would be easier for me to fight Ock, Lizard, Venom, and Kraven right now?_

_Cause you're not getting married to them._

_True. Does that make me a bad person?_

_No. I'm sure everyone's a little nervous on their wedding day._

_Well I'm a lot nervous._

"Oi!" Johnny shouted from the door. Peter turned to face him. "We're ready for you!"

"Thanks," said Peter as he walked to the door, "How do I look?"

"Like a Lamb being led to the slaughter," Johnny replied with a smirk. "You look great. Now get your webbed ass out there and get hitched." Peter smirked as he followed his best friend out the door.

The isles were packed. Even with the short amount of time they had had to come up with a guest list, deciding had been easy. Carmen and Theresa Pryde sat in the front, balling their eyes out. Beside them, someone, most likely Kitty, had placed pictures of his parents, Aunt and Uncle.

Behind them, Bobby sat with Rouge and Remy. Sue Storm sat to their left. Everyone agreed that it would be best if Reid wasn't there, so she sat with Mat Murdoch and Electra Nachitos. Having saved their lives, Captain America was given an invitation, and he sat next to a man named Sean Cassady. A royal guard surrounded King T'challa and his bride-to-be, Storm. Robbie Robertson had settled into a seat beside Luke Cage and Danny Rand'kai.

At the altar itself stat Charles Xavier. Johnny had already taken his spot by the time Peter got to his. Scott Summers stood on the other side of Peter, looking very downcast, as he should. He would have said something, but the band began to play softly.

Everyone's attention turned to the back of the isle, necks craned to catch a glimpse of the bridal party. A young girl named Illiana Ratspun lead the way, throwing flowers in her wake. Megan Gwyn followed, leading the few bridesmaids. Their dresses were pretty, but dwarfed by what came next.

Walking arm-in-arm with Logan, Kitty Pryde seemed to glow. An all white dress fell from her shoulders to the ground, with no straps. Her golden-brown curls were covered with a thin white veil. Her ruby red lips parted in a smile as she practically floated down the isle, and took her place, facing him.

He didn't hear most of what Xavier said, as his eyes locked on Kitty.

"...Do you, Peter Parker, take Katherine Pryde, to be your lawfully wedded wife?" Xavier read.

"I do," he replied.

"Do you, Katherine Pryde, take Peter Parker to be your lawfully wedded husband?" Xavier read.

"I do," she replied.

"Then by the power vested in me by the state of New York, it is my pleasure to pronounce you husband and wife," Xavier smiled, "You may kiss the bride."

The crowd roared as their lips collided. He felt her hands wrap around his waist as he lifted her into the air. The roar of the crowd soon turned to shrieks of terror.

A fireball struck the arch under which Peter and Kitty stood. They both rolled to the side to avoid major burns, with only the hem of Kitty's dress catching fire. She promptly ripped off the burning portion.

_**Damn, I really liked this dress. What do you think, Brotherhood?**_ She asked as the ground began to shake violently.

_**I'm gonna go with brotherhood,**_ He replied as he spotted the mutant Pyro, who was cackling gleefully as his flames began to spread. Something sticky latched onto Peter's shoulder.

He grabbed Toad's tongue and hurled him away. He got to his feet, staring down the familiar greasy haired man. Lance Alvers, a.k.a: avalanche. Also Kitty's abusive rapist ex-boyfriend.

"You," Peter snarled aggressively.

"Gotta say, I'm a little shocked that the Bitch didn't give me a invite," Lance said gleefully. "So I decided to gatecrash." He turned about, and Peter took the opportunity he was presented with. He grabbed Lance's head with a string of webbing and pulled him to the ground.

Leaping onto his chest as Lance tried to rise, Kitty said, "I'd stay still if I were you." Peter would have added something in, but decided to avoid a torrent of flames.

_**You know, **_he said as he rolled to his feet, _**You'd think they'd know better than to attack us, with all these powered guests.**_

_**Not to mention, knowing they'd have to deal with a pissed of bride! **_Kitty replied.

_**That too.**_ He spun around and ducked under a leaping toad. Peter then proceeded to kick his opponent away before seeing the real target. Floating above the clamour of battle, was the master of magnetism himself.

Magneto.

Peter jumped high in the air, hoping to knock him out of the sky, helmet and all. As he propelled forward, something wrapped itself around him. Magneto raised a gloved hand malevolently and brought Peter to be face-to-face with him.

"My my, boy," Magneto said in a cool but menacing tone. "Nothing has changed, has it?" Peter struggled against the metal prison as it tightened.

Below them, Kitty screamed something inaudible and launched herself upwards as Peter had. With a twist of his free hand, Magneto pinned Kitty to the ground with the latticework they had stood in front of during the ceremony.

"Young love," Magneto chuckled under his breath, "how foolish."

_Thunk!_ Captain America's shield collided with Magneto's helmet. It remained in place, hovering due to Magneto's power.

"To the matter at hand. Where is it?" Magneto said forcibly.

"No idea what you are talking about," Peter snapped.

"Don't try my patience," Magneto replied aggressively, "Where is it?"

"Don't know," peter snarled as he struggled against his constraints. Magneto's face contorted and he raised his other hand. The metal latticework that had Kitty pinned wrapped itself around her. He also brought Captain America's shield around and hovered it over her head.

"Tell me where it is," Magneto hissed, "Or I will use the vibranium to kill her. And rest assured, it WILL be painful." Peter took one worried glance at Kitty as the sun was blotted out by a cloud.

_**Phase out! **_He cried desperately.

_**I can't! **_She replied, **_If I go intangible, the metal will to. And I can't break out._**

"You have three seconds," Magneto said menacingly.

"Erik don't!" Xavier called out from below.

"This doesn't concern you, Charles." Magneto replied as rain began to pelt them, and his cloak billowed in the wind "One."

"Leave my daughter alone!" Carmen Pryde screamed and threw a chair at Magneto, who simply deflected it.

"Two."

"You can't hear it, can you?" Peter smiled as he listened intently through the encroaching thunder.

"Th..." Magneto began. He was cut off by something striking him in the back. The Metal around both Peter and Kitty fell apart as Magneto lost his concentration. They both slowed their falls with webbing before turning to see the sight above them. Magneto was still hovering in the air, but he wasn't alone.

A second cloaked and helmeted figure had joined him. The newcomer stuck out a hand and something flew into it with a flash of lightning. Thrusting his weapon forward, lightning poured forth and struck Magneto, who hit the ground with force.

Almost simultaneously, the god of thunder cried out with a voice like thunder he conjured, "_FOR ASGARD!"_


	27. Chapter 27: Reception

Chapter 27:

The mansion grounds were now abuzz with talk and laughter. Seeing as almost all of their guests were used to dangerous situations like the one that had just happened, they had recovered very easily.

None of the guests had been injured, unless you counted Magneto and the brotherhood as guests. Everyone seemed to get a good laugh out of the whole thing, saying it was a wedding they would not soon forget. The only ones who required some convincing where Kitty's parents.

"Kathy, you need to go to a hospital!" Carmen pleaded.

"Relax Dad," she replied, "I'm fine. Really, I've been through worse."

"Honey..." Theresa said with strain.

"Look, Mom, this is nothing compared to being shot." Kitty replied.

"Or putting up with me," Peter chimed in as he walked over and joined them. He had been overseeing S.H.I.E.L.D agents as they carted away the brotherhood members, and given a hand in re-arranging the chairs that had been knocked askew by rampaging bodies.

"Or putting up with him," she smiled as she kissed him on the cheek.

"I just..." Carmen began.

"I think we should see if they need help in the dining room, honey," Theresa said as she tugged on her husband's shoulder. Reluctantly, he agreed and followed her.

"They still think I'm nine," Kitty mused. "I just got married, spend my spare time leaping off of tall buildings and jumping into fires and they act like I'm nine. Go figure."

"Oh come on," He chuckled, "they're not that bad. They're just like their daughter"

"Stop it!" she laughed as she punched him in the shoulder. It would have given a normal human a large welt, but Peter felt almost nothing.

_**Make me, **_he whispered.

_**I will, **_she replied as she wrapped her arms around him and they leaned in for a kiss.

"Ho! Spider-man!" Thor's voice boomed as he crossed the distance from where he had been talking with Captain America. "It would seem that I hath arrived none to soon!"

"Yeah," Peter grinned as he replied, "Thanks for that."

"T'was nothing, Spider-man." Thor said as he brought his hand down on Peter's shoulder rather roughly. "To be honest. Today was rather boring, until I wast able to join your battle."

_**Does he always talk like this? **_Kitty asked.

_**24/7, **_Peter replied, **_You should hear him make pop-culture references._**

"And who would this be?" Thor said as he took notice of Kitty.

"Oh...I'm sorry..." Peter stuttered, "Thor, meet my new wife, Katherine Pryde...sorry...Parker-Pryde." he said with a side glance at his new wife, "Kitty...this is Thor."

"Truly, you are a sight to behold," said Thor as he kissed Kitty's hand. "A worthy life companion for one as worthy as yourself," he said as he turned to face Peter.

"I'm sorry," Kitty interrupted, "but who are you?"

"Thor, son of Odin. Prince of Thunder and of Asgard," Thor smiled, "and wielder of the mighty hammer mjolnir." He hefted his Hammer for her to see.

"Can I touch it?" she asked tentatively.

"You may hold it, If you wish, fair Pryde" Thor smiled as he shifted his grip on his hammer. Kitty tentatively wrapped her fingers around it's handle. With an even wider grin, Thor let go.

Mjolnir hit the ground with a mighty thud. Thor let out a bellowing laugh as Kitty attempted to lift Mjolnir up off the ground. Try as she might, she could not lift it an inch, even with her enhanced strength.

"Come on, Peter," Kitty laughed as she continued to struggle, "I bet together we can do it."

"Alright," he said, knowing full well why she couldn't lift it, and that even together they didn't stand a chance. As his fingers brushed the handle, an electrical charge surged through his body.

"Ow!" he exclaimed as he pulled his arm back. "I don't think it likes me very much."

"Ho!" said Thor, "There is a mighty enchantment upon Mjolnir. 'Whosoever holds this hammer, if they be worthy, shall posses the power of Thor.'"

"Subtle," said Kitty as she stopped trying to lift Mjolnir, which returned to Thor's grasp with a swift gesture of the hand.

"Hey!" Rouge shouted from across the yard, "Party's about to start without you!" She beckoned for them to follow, so they did. Kitty had already substituted her burnt dress for the one she wore on the night they first danced, so there was no preparation required. As they parted with Thor, Peter called out.

"Why don't you join us, it's the least we can do." He hollered to the Asgardian thunder god.

"T'would be mine pleasure," Thor replied, as he followed suit. The great oak doors opened as if on cue, and Peter took Kitty's hand as they walked to the centre of the room. Music began to play as they rotated on the spot. They remained alone for several minutes while their guests watched.

But soon they were joined by Kitty's parents. Then Bobby and Megan followed, then Ororo and T'challa. Johnny and a girl named Firestar followed Rouge and Remy. Soon the whole floor was filled to the brink with dancing couples.

The chandelier glistened high above them as the music continued to play it's slow beat. He remembered this song. It was the same one they had first danced to. And he knew they were approaching the very moment when they had kissed. As the seconds ticked by, he leaned inwards, his timing perfect as their lips collided and a gasp of awe surged through the crowd.

In his mind, the night could not have gone any more perfect in any way.


	28. Chapter 28: Homecoming

Chapter 28:

Four days later, Peter and Kitty were in France. They had boarded a flight the day after the wedding. Xavier had offered them the use of the Blackbird, but Peter politely refused, saying that he wanted to keep things normal as possible for the week.

They had a nice hotel room overlooking the street. A little farther in the distance, they could see the Arc d'triumph, and the Eiffel tower beyond that.

Peter felt free there. No one knew who he was, or who and what she was. They didn't have to worry about a super-villain attack. All they had to worry about was what to do next.

"I wanna go to the Louvre!" Kitty said ecstatically as she pulled him forward.

"Alright!" he replied, "let's go to the Louvre!" They walked everywhere, practically breathing in the sights before them. And when they got back to the hotel, they were barely tired. Leaving plenty of time for promiscuous night-time activities.

The novelty of their marriage didn't wear off once they got home, either. One their first night back they received a noise complaint from downstairs. On their second they broke a lamp. On the third, they were more subdued, cuddling for the most part.

"I think I like this," Kitty whispered.

"Marriage?" he asked.

"Living a double life," she replied, "It gives me a chance to escape, you know?"

"Yeah," he whispered as he stroked her locks of hair, "I know." Something crashed in the kitchen, and both their senses went off.

_**We're being robbed,**_ Kitty said as she began to rise.

_**I'll deal with it, **_He said as he placed a hand on her shoulder, before slipping on some shoes and exiting out the door and into the apartment's hallway.

"It's not here!" said one voice. It was a male.

"You didn't expect him to keep it out in the open, did you?" said a second voice. This one was female, with a Russian accent. "Do you know what's inside?" Both figures were dressed in black from head to toe. Ski masks covered their faces.

"No. Any Idea what the director wants with it?" said the man.

"no idea," said the woman, "but let's check the living room."

They both turned around and froze when they saw Peter standing there. He already had his cell phone in his hand, just itching for them to make a move.

"You've got to the count of three to get the hell out of my house," Peter snapped. "Or else I'll call the cops."

The two intruders glanced at each other, then rushed him. He sidestepped and elbowed the woman in the stomach. _Best not to use webbing, _he thought as the man threw a punch at his face. Peter blocked it with ease and returned with one of his own.

Truth be told, it was relatively easy fighting without using his webbing or wall-crawling. Over the past year he'd been training with Kitty in the martial arts, namely Wing-chun, Krav-Maga and ninjitsu. All training had been provided by Wolverine. Combined with muscle memory that rebounded across the psychic link and his own experience, Peter had become a world-class fighter.

"I wanna make sure you can look after her," was what Logan had told him in private.

Now that training was really starting to pay off. He twisted the woman away and dodged a kick from the man. He grabbed the man's arm, twisted it behind his back and forced him against the wall. With a swift kick, he sent the woman flying as he tore off the man's mask.

"HAWKEYE!" Peter snarled as his hand curled into a fist, ready to strike the archer. He heard the distinct sound of a gun behind him. As he shifted his gaze, he saw the woman had pulled out a handgun from no where. She had also removed her mask. Her familiar blood-red hair flowed down her face.

"Natalie?" He said in awe as he recognized the receptionist from Oscorp.

"Let him go," Natalie said in a thick Russian accent, all trace of the bored voice from before gone. Reluctantly, Peter obliged. "Now where is it?" She asked sternly.

"Where is what?" Peter replied with steel in his voice, trying to keep their attention on him. His spider-sense told him that Kitty was closing in, to get at them from behind.

"You received an envelope nine days ago," said Hawkeye, "We want whatever was inside."

"I don't know what you're talking about," Peter smiled.

"Liar," said Hawkeye. Clint's face contorted wickedly as he said, "maybe your wife knows? How bout I ask her?"

"Go right ahead," Kitty laughed as she ran out from the wall. She grabbed Natalie from behind, forcing the gun away from Peter. The gun fell to the floor with a clatter, and the four of them stared each other down.

"All we want is the envelope," said Natalie as she paced from side-to-side, "give it to us and we'll leave you alone."

"Like hell you will," Kitty snapped, glaring at Hawkeye.

"I got rid of it," said Peter, "sold it to a pawn shop three days ago."

"Liar," Hawkeye repeated.

"Yes, I'm the untrustworthy one here. It's not like I broke in to someone's house and..." Peter taunted.

"No you just kill people for fun," Hawkeye said as he lunged for the gun on the floor. Once he grabbed it, Peter kicked it out of his hand.

"Enough!" said a voice from the doorway. All turned to see who it was as the man walked inside and closed the door behind him. He was tall, wearing a black trench-coat. His head was shaved bald and a eye-patch covered one of his eyes.

Both Hawkeye and Natalie snapped to attention and said, "Director Fury!" Fury paid little attention to them, as he examined Peter from head to toe.

"Leave us," the man said, and Natalie and Hawkeye obliged.

"I must say," said Fury as he turned to Peter, "I would never in my wildest dreams have guessed that Richard Parker's son would become Spider-man."


	29. Chapter 29: Practice

Chapter 29:

The next day, Peter found himself aboard the Heli-carrier, pacing the length of the Nick Fury's personal office.

"You knew my father?" Peter asked impatiently.

"Yes," Fury replied briskly, "He was one of my top agents."

"No," said Peter, placing his hands on the oak desk,"he was a professor of biology at N.Y.U."

"That was their cover," said Fury.

"Their cover?" Peter asked, remembrance and pain flashing in his eyes.

"Yes," Fury said calmly, "Your mother was a field technical analyst. She specialized in infiltration of enemy software. It's how they met, on an assignment."

"No, She was a Computer sciences teacher at N.Y.U. And they met at a staff party" Peter replied in defiance.

"Again, their cover." Fury said quietly.

"And what did they do, exactly?" Peter demanded.

"I can't tell you," Fury replied, "Now where's the envelope?"

"I can't tell you," Peter repeated angrily

"Don't play games with me, boy," Fury fumed.

"Not until you tell me what happened to them," Peter retaliated. Fury's eyebrows twitched before his face relaxed.

"Your parents were investigating something. Top-priority, champion-level access only. All I can tell you is it had something to do with a group calling themselves the Masters of Evil," Fury replied. He took a deep breath in, "The night before they disappeared, I got a message from your father. He told me that they were onto him and Mary. That he had found something important and hid it, and that It would come to me. Now, what was in the envelope?"

Peter sighed, "Nothing but a note and a diamond."

"Diamond!?" Fury blurted, "What colour?"

"Blue," Peter replied calmly. "I don't know what..."

"It's not from earth." Fury replied quickly. "Follow me. Now." He shot up in his chair and rushed to the door and opened it. Outside stood Natalie, Hawkeye and Kitty. All three of them followed.

_**What's happening? **_Kitty asked as they followed Nick Fury while he practically ran through the halls of the Helicarrier.

_**No idea, **_he replied, _**something to do with my parents and the rock in the envelope.**_

"What you are about to see is for your eyes only," Fury said sternly as they reached a large steel door, "not even the president knows what's in here." He opened a keypad and punched in a number. The door slid open silently, and the entered a dark room.

As they reached the centre of the room, lights turned on and illuminated display cases. A variety of weapons surrounded them. Swords, spears, guns, everything. On one wall was a large computer screen.

"This," said Fury, "Is a collection of the most dangerous weapons known to mankind."

"Wow," said Kitty, "why isn't Iron Man's armour..."

"Please," said Hawkeye, "Stark's stuff doesn't hold a candle to what's in here bitch." Peter cast an angry glance at Hawkeye as Fury continued, either oblivious or just not caring.

"One of S.H.I.E.L.D's main purposes is to find and collect these weapons and keep them safe. Everything from Excalibur to the Zodiac Key. It's all here." Said Fury, "Plus information on a few more, like Thor's hammer."

"Wow," said Peter, "There's enough here to destroy the world several times over."

"The whole galaxy, in fact," said Fury as he turned to the computer screen. "We soon learned, however, that the most dangerous weapons in the world are natural ones." He hit a button, and a list popped up. "The four most powerful forces in the universe," he said, "The Odin-force, Cosmic energy, and of course, the Phoenix force."

"Jean..." Kitty muttered, a slight tear falling down her cheek.

"You said four forces," Peter injected impatiently.

"Yes," Fury said sombrely as he clicked a button an a large image of a glove appeared. "This is the infinity gauntlet."

"What?" Hawkeye asked, "I thought that was just a myth!" He looked to the side at Natalie, who looked just as shocked as he was.

"It's not, Agent Barton," said Fury, "though I wish it was." He turned to face Peter.

"Your parents were looking for the six infinity gems. Each gem has a vast amount of power. They control everything: Power, Time, Minds, Reality, Space and Souls." Said Fury, "In essence, they become a god."

"Wait..." said Kitty, "When I was...there...I remember Osborne mentioning something about this." Her expression was sad, she hadn't talked much about her experience while captured to any one. Not even to him. He understood why and kept his distance from the issue, after all, he didn't want to talk about his own experiences with the symbiotes.

"Yeah," said Peter, "and he called his rock 'the power gem.' He said the Illuminati hid it in another universe."

"The Illuminati?" Fury asked before his com device went off, "What is it Quartermaine?... Understood." He turned to face both Peter and Kitty with a worried look. "All the agents I posted around your apartment are non-responsive. Someone's broken in." They both looked at each other As Fury spoke into his comm again, "Prepare a transport. Get Stark, Cap, Xavier and Richards here, Now!"

_**This isn't good, **_They both said simultaneously as they followed Nick Fury as he rushed to the Heli-carrier's hangar, and into a jet filled with other agents.

"What's going on?" one of them asked.

"I wish I knew, Agent Hill," Fury replied.


	30. Chapter 30: Lost and Found

Chapter 30:

"Damn," said Captain America as he checked the vitals of an unconscious S.H.I.E.L.D agent, who lay on the floor of the apartment. They had been there less than five minutes, having evacuated the building for a 'rat infestation.' This allowed them to move about in peace as the searched for the gem. So far, they hadn't had any luck, though not for lack of trying.

"They're all alive," said Xavier as he was wheeled into the room by Logan. Xavier sported a black business suit. While Logan, on the other hand wore his usual commando-style battle-suit with the hood pulled back, revealing his face.

"Some good news at least," said Reid as he glanced at his scanner's screen. "I'm detecting high levels of unknown energy."

"Psychic energy," Xavier replied as he placed a hand on his head. "It was a telepath. A very powerful one at that, too."

"Like yourself?" Barton snorted.

"No," said Xavier, "not quite as powerful, but dangerous nonetheless."

"Any idea what he looked like?" Captain America asked politely.

"No idea," Xavier replied, "The person in question was able to knock these agents out from a distance. They could very well have been on the street below."

"Then we check the security cameras," Natalie said. On the flight, Peter had learned that her real name was Natasha Romanov, known as the Black Widow.

"Not that simple," Reid injected, "They would blend in to the crowd. I really need Tony for this."

"Tony hasn't answered his phone for the past month," said Captain America as he moved on to check on another agent. "And I've asked Pepper to book an appointment, but he hasn't shown."

"He hasn't shown since he got back," Natasha replied coolly. "He's not right in the head, not since that thing had him. He's been drowning his problems in a bottle."

"he hasn't been right for the past year," Clint snorted.

"He's had a rough year," Captain America replied, "Someone needs to talk to him."

"I'll do it," Clint injected, "Tell him he's being a pussy."

"That's not in our best interests," Reid said, "Someone who he respects."

"well then Cap's the obvious choice, right?" Peter spoke up. Everyone's face turned grim once he said that.

"Tony and I...haven't been getting along that well since..." Captain America began.

"Since you betrayed us and became a mutie lover," Hawkeye snapped as he kicked over a chair.

"Watch it bub," Logan growled threateningly as he stepped toward Hawkeye.

"Make me," Hawkeye snarled as he drew a handgun and Logan extended his claws. "Wanna see how thick you really are?" Hawkeye smiled wickedly, "Or how bout him?" he said as he pointed the gun at Xavier. "See if Cue-ball can stop me with a brain zap." Hawkeye smiled as he fired a bullet.

"NO!" Kitty shouted and shot a hand forward. The bullet acted like it had hit solid steel, and clattered to the floor. Three feet from Xavier's head. It never made contact with anything. All those present stood on the spot in awe, staring at Kitty, as she in turn stared at her hand.

_**What the Hell? **_She stammered as she looked up at him, fear shining through her brown eyes.

It was Xavier who broke the silence. "I require the use of your facilities, Mr Richards."

_**A/N: Questions? Comments? Leave them in the reviews section and I'll answer them if I can.**_


	31. Chapter 31: Force

Chapter 31:

"Amazing..." Reid muttered as he examined a Bio-scan of Kitty again. They were at the Baxter building, and had been there for two hours. Every couple of minutes, Reid would utter the same words over and over. Beside him stood Susan, who assisted him in analyzing the data as it was processed. She seemed to be just as dumbstruck as he was, only she kept it to herself.

Personally, it annoyed Peter. Reid clearly knew something, and kept it from everyone else. Except Xavier, who knew much more than he let on.

"...this...I never would have expected..." Xavier muttered.

_**If one more person says 'amazing' or 'this is unheard of' I may have to kill them**_ Kitty muttered as she shifted uncomfortably with the bio-monitoring devices.

_**I'll hold them still for you,**_ he replied. He did his best to hide it, but something had changed in their psychic link. To him at least, it felt different.

_**You don't think this has something to do with that rock, do you?**_ She asked.

_**At this point...I don't know what to think. **_He said with honesty. When he saw the scared expression on her face, he continued, **_The professor said that their was psychic energy in the vicinity. Fury said one of those rocks controls psychic energy, so that's the source. I don't think that would have awakened latent telekinetic abilities, let alone in one individual. _**

_**So you're not worried? **_She asked.

_**Of course I'm worried. Something's happening to you.**_

"Got something!" Susan exclaimed from her computer station. Peter, Xavier and Reid rushed over to her station to take a look. "See?" she said, pointing to her screen, which showed a pulsating green energy. "The reading are off the charts. At first glance, I thought it was cosmic energy...but it's something...else."

"I've never seen this before," said Reid, as he scratched his head. "Professor?"

"I have," Xavier said solemnly. "In a twelve-year old mutant girl. fifteen years ago."

"Who?" Susan asked intently.

"Her name..." Xavier began before becoming choked up. Peter could see tears forming in his eyes.

"Professor?" Kitty asked worriedly.

"Jean Grey."

"_JEAN?"_ Kitty shouted, "But she's...gone..." She looked about the room. "Right?" she asked.

"Yes," Xavier said, "but not entirely."

_**Phoenix. **_Said Peter.

_**What? **_Kitty asked.

_**The Conservation of energy laws. **_Peter began.

_**In English please, **_Kitty muttered.

_**Energy cannot be created or destroyed, only converted. The Phoenix force is energy. So it makes sense that it can't be destroyed.**_

"Ahem," Susan interrupted, "Care to include us?"

"sorry," said Kitty, "He was just saying something about energy."

"That it can't be created or destroyed," Peter continued, "Only transformed."

"Hmmmm..." Reid muttered, "In theory...it works. If the Phoenix is a source of energy, it may have transported itself to another body seconds before it's current one was destroyed."

"You mean before Jean sacrificed herself to stop Osborne," Kitty growled.

"Yes," said Reid, "Otherwise, it may not have been able to exist outside of a host..." Behind him, his monitor screen cracked. Everyone turned to face Kitty.

"You mean me and Jean." She stated clearly.

"Yes, Kitty," said Xavier as he wheeled himself over to be beside her. "We mean you and Jean." She looked t the professor with a scared look in her eyes.

"What's gonna happen to me?" She asked with tears beginning to form in the corners of her eyes.

"For now," said Xavier as he cast a glance at Reid, "I think it would be best if you stayed here. Here, we can monitor your activity and keep you safe."

"I don't understand" Kitty sobbed, "Why can't I...?"

"Remember how when you where just learning how to control your new strength?" Peter said as he clasped her hand. He understood the professor's reasoning for wanting to keep her secluded from regular people. "You broke things everyday without meaning to. You hurt people without meaning to. The same thing happened to me."

"So you think I'll hurt people?" She asked tentatively.

"Not intentionally, no," Xavier said with concern, "But there's still a risk that is present."

"Then shouldn't I be at the mansion?" Kitty asked.

"Too many people," said Reid non-nonchalantly. "If you went rogue, You'd be a threat to them. Here, it's only four of us, plus you."

"And me," Peter added in.

_**Peter, I know what you're trying to do, but you can't help, **_Xavier's voice resounded in his head. _**You would only serve as a distraction...**_

_**If you think that I'm gonna leave her all by herself while this is happening, forget it. **_He replied bitterly.

_**You don't know the danger...**_ Xavier began.

"No, I don't." Said Peter out loud. "But I'm still staying, like it or not." The tension suddenly became very thick in the room, as Peter stared Xavier down. Luckily at that moment, a distraction arrived in the shape of Johnny storm.

"Hey, Spidey!" Johnny said as he bumped Peter with his good arm. "How's it hangin'?" Then Johnny took notice of the Professor's presence in the room, and he realized how serious things where. What he didn't know is why.

"Anyway..." Johnny continued cautiously. "Someone's leaked footage of you with Osborne. The media's having a firestorm. And guess who's at the helm of it all."

"Jameson," Peter replied.

...

The great doors where blasted off their hinges with a concussive force. Guards scrambled to stop the intruder, with futile results. His personal guard devoured them in seconds.

The intruder wore a long green and black outfit, and carried a spear in his hand. His hair was slicked back, and he had an expression akin to a child at Christmas.

Only one other figure remained standing at the other end of the room.

"You!" the second man shouted with power in his voice.

"Yes, me." The intruder smiled as he thrust his spear forward, sending the other man back. "Me, me, me."

"You can't have it..." the second man stuttered as blood poured from his mouth.

"Then I'll take it from you." The intruder laughed as he impaled his enemy on the tip of his spear. Turning to the ornate throne, the intruder's eye's glowed with malice. He gently lowered himself into the seat. His fingers clutched the sides.

A white mist raised from the body of the dead ruler, and made itself towards the intruder. He gasped as the mist entered his body. He felt the power flowing throughout his being as the creature called Venom came forward.

"What now, my king?"

"Now?" said the intruder as his eyes burned red, "The war begins."

_**A/N: Who is this mysterious figure? What lies ahead for our favourite wall-crawler? As the cards fly into the air, the destiny of one hero becomes sealed forever.**_


	32. Chapter 32: Getting Rusty

Chapter 32:

"I ALWAYS SAID SPIDER-MAN WAS A CRIMINAL. AND YOU WOULDN'T LISTEN. NOW HE'S A MURDERER!" Jameson shrieked on the news.

"Thank you, Mr Jameson," Said the reporter as she turned away from the screaming madman. "Today, New York is faced with a perplexing dilemma. Can we continue to trust Spider-man? After the incidents last year, the city has become more and more divided with their opinions on the Wall-crawler." Several shots of people on the street followed.

"He's a hero, no doubt about that. I think he just had a lapse of judgement. Sure, that guy did some bad stuff, but Spider-man's no court of law."

"He's been under stress. It can't be easy to jump into burning buildings on a daily basis, or stop a robbery every few hours. Add in the additional stress of last year, and that's a volatile mix."

"Poor guy's been taking a hell of an emotional beating for a long time. I'm surprised this didn't happen sooner."

"It's what happens when you hang out with terrorists."

"One night, I was surrounded by these guys. They kept trying to grab me. One of them held me down as another began to pull down my pants...Next thing I know, there's spider-man, fighting four guys twice his size. He's got guts, and he's never backed down, so I trust him."

"I was a pretty big Mutant-hater for a while...thought it was cool and stuff. Anyway, this one girl at school...turns out she's a mutant. So me and a couple of the football guys start pushing her around and stuff. It just got worse from there, even when someone stepped in to stop it. I chased her out of the school and...he was there. He pinned me to a wall and told me to leave her alone. He changed my life, made me see things differently. Thank-you, Spider-man."

"...my house was on fire. Me and my husband got out, but our son was in a wheelchair, and got trapped inside. I could hear him screaming for us, I could even see him in the window, trying to get out. Then...he came out of nowhere. He shot through the window and Pulled my son to safety. I'll never forget that."

"He's no cop. Way I see it is, we've got all these superheroes running around with no one keeping tabs on them. They need to be registered or something."

_**You shouldn't watch that stuff, **_said Kitty as she slipped into the room behind him. They shared a small room together in the Baxter building. It was close enough to where the fantastic four slept, but far enough away that they had their privacy. She was dressed in one of his old shirts and jogging pants, while he sported jeans and a sweater.

They had been able to remove some of their belongings from their apartment, so the room was homely enough for them. They had been there a week already, and had settled into a routine. They would get up, get something to eat. Then they would go to Reid's laboratory for a few hours while he preformed tests on Kitty. Peter would watch and lend a hand if he could while providing moral support. After lunch, they would head outside for a little alone-time.

_**Gotta do something, **_he replied, **_can't just sit on my ass all day._**

_**Well poindexter says he might need me this afternoon for a few more of his 'tests' so I can't go out. **_She smirked as she threw his spider-man outfit at him, **_how bout a little one-on-one training?_** _**Haven't done that for a couple of weeks. You must be getting rusty. **_

_**I'll still beat you, **_he replied as he tossed her own costume at her. Without another word, they both got changed. There was no need for modesty, as they had both seen each others nude bodies before. As silent as a whisper, Kitty clasped his hand and they descended to the empty training room.

As soon as he felt himself become solid again, he nimbly back-flipped so was several feet from Kitty.

_**Ready? **_He asked.

_**Ready, **_she replied with a smirk. He leaped high into the air with a mighty kick, which she dodged by rolling underneath. Once he landed, she fired a hail of webbing his way, so he dived to avoid it. Rolling back to His feet, Peter sprinted forward at top speed and Tackled Kitty.

She retaliated by throwing him off with a kick. He threw a punch to her ribs, and she blocked and returned the favour. He dodged and kicked for her legs. Soon their bodies became a blur of red and gold as they struggled to outdo the other in an intense series of kicks, punches body-throws and rolls. He could only imagine what this looked like to Sue when she walked in on them.

"And neither of you get hurt?" She asked with a cocky smile as both Peter and Kitty turned to face her.

"Nope," they both smirked as they untangled themselves.

"Well sorry, but I gotta break up the fun," said Susan as her smile disappeared from her strong features. She pulled a phone out of her pocket, which showed live coverage of several events.

"All around the world," said Susan, "Super-villains began attacking simultaneously . Now the Avengers have been stretched thin. Tony's in no condition to do anything, Cap and Daredevil are dealing with the Redskull - hand ninja clan alliance. War Machine's tackling Lucia Von bardas, and so on."

"So?" said Peter, rather briskly. "Call the reservists."

"They did," said Susan, "and They're all busy. Reid got a call five minutes ago, there's trouble outside the White house, I'm going now."

"Again, So?" said Peter as he looked away.

"A duo calling themselves 'the goblins' are going for the president."


	33. Chapter 33: Wounded in Washington

Chapter 33:

"What can you tell me about them?" Sue asked, breaking the silence. They had boarded the Fantasti-car that had been modified for longer trips an hour ago, and where on their way to Washington.

"The goblins?" Peter said, "Two normal people who were completely warped into serving the original green goblin."

"And now that he's gone," said Sue as she gazed into the distance, looking for somewhere to land. "There's no one to control them."

"Exactly," he said.

"Powers?" She asked.

"Super-human strength, stamina, the works," he sighed, not really looking forward to a confrontation with his ex girlfriend and Harry. Even without them to deal with, he had enough on his mind.

"Anything else I should know?" Susan asked.

"They've got an impressive arsenal. Grenades, missiles, poison darts, gliders."

"I meant about you," Sue replied as she began the descent. "I know you have a history with the goblin. Before he went back to 2099, O'Hara said that in his time-line, the green goblin killed your fiance by throwing her off a bridge. And according to Barton's son, he's the one who crippled you in time-line future."

"The Green goblin's dead," said Peter.

"I know," said Susan. "And I know the identities of his replacements. But that's not what's really bugging you, is it?"

He sighed as he looked out at the street. It was less than a year old. Most would say it was because the President deserved the best, but Peter knew better. He had been on the street below once before, almost two years ago. Memories of pain and fear began to rise in his mind, but he banished them before they came to fruition.

"I think you know what's bugging me." Peter replied briskly, "and what I don't like about this place." Sue nimbly landed the craft on a rooftop. With a push of a button, he lowered the ramp and exited. Sue followed his lead, keeping quiet for both stealth and the knowledge that he didn't want to talk.

Almost immediately, he could hear the sound of cackling coming from the street. With a quick glance, Peter saw them circling an overturned limousine, with their blades drawn.

"What's happening?" Sue asked.

"Looks like they tried to get the president out, but the Goblins overturned the car." Peter replied, "like their waiting for something."

"Why wouldn't they just go in and grab him?" Susan asked, "Or why don't we?"

"It's to easy," said Peter as he turned to face her. When she gave him a questioning look, he continued. "Think. All these super-villain attacks, all at once? It can't be a co-incidence."

"It's like they're trying to stretch us thin. Make us weaker." Susan reasoned. "But we still have to get the president out of there."

"Agreed. I'll distract them. You go invisible and get everyone out." Peter said as he readied himself.

"You can't take them all by yourself!" Sue insisted, "you'll get yourself killed!"

"I can handle them," Peter said in a comforting tone. "I've handled worse. Just don't take to long."

After a moment's hesitation, Sue nodded before going invisible. He could just make out her faint outline as she slipped away. He gave her a few seconds before leaping into the Goblin's field of view.

"Well well well," said M.J as she twirled her sword in her hands, "Look who finally decided to show up."

"It's about time," Harry continued, "been waiting a long time for this."

"Lets just get this over with, I'm kinda busy right now," Peter rebuffed and shifted his feet. Both Harry and M.J. Smiled and charged him. He dived under a swing from Harry and rolled to avoid a stab from M.J.

He lashed out with a fist towards his Ex-best friend. Harry blocked with his free arm, and sent his sword cutting for Peter's chest. Peter snatched the sword's grip and forced it away from his body. Suddenly, his vision shifted, and he saw a black room, fading in and out.

_A figure clad in black and green solidified out of the nothingness. The man carried a spear and a grin. _

A kick from Harry sent Peter backwards several feet and brought him back to the moment. He hand-sprung to avoid a slash from M.J. He returned the favour to her with a roundhouse kick to the temple. She backpedalled for a respite as Harry charged forward as Peter's vision swam.

_It approached the Throne that was backed with an ornate webbing. _

His focus slipped, and he let out a gasp as Harry's blade glanced his forearm. Peter twisted the sword's grip and pulled it free. He hit the disarmed Harry twice in the head, bringing him into unconsciousness.

A concussive wave hit him, sending him to the cement.

"I think I remember this place!" M.J. Sneered, "Isn't this were the bitch got herself shot?" Peter roared as he leaped to his feet and charged his Ex-girlfriend. "I'll take that as a Yes."

He still held Harry's sword, and brought it to bear with a cut to M.J.'s midsection, which she blocked. He sidestepped her follow-up stab and returned with a knee to the stomach and a pommel strike to the back of her head.

"_In the end, you will always lose," said the figure on the throne as the green-and-black figure approached. _

"_Spare me, old cow," said the man. _

"_You cannot hide from destiny," Madame Web replied._

The distraction was to much. In a flash, his left eye went black. He stumbled backwards in pain. Out of his good eye, he saw M.J. Bring her sword above her head, pointing down. Unbearable pain pierced his abdomen, and he screamed.

"_I make my own destiny," said the man as he blasted Madame Web out of existence._

_xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx_

"I can handle them," Spider-man said calmly, "I've handled worse." Reluctantly, Sue had to agree with him. She had watched the news coverage early in his career, and been very impressed. The kid took down extremely powerful villains that even she admitted that she couldn't handle without her team.

That was why she convinced Reid into extending an invitation to join their roster. While Spider-man wasn't as much of a genius as Reid, he possessed an ability to think quickly on his feet, something Reid lacked. Combined with his well-rounded skill set and sense of humanity, he was a shining example of what it meant to be a hero.

She willed her body to become invisible and slipped away. The plan was simple but sound. He would distract the Goblin duo while she freed the trapped politicians. What had she been thinking, saying he couldn't handle them alone? After all, she had watched as he took out the Sinister six alone, after John had been knocked out cold by Electro. And it was hard to forget the night he fought Hawkeye and Captain America.

"Well well well," said the female Goblin, trying to taunt Spider-man. Facial recognition software had identified the woman as Mary-Jane Watson. Further investigation revealed that she had attended Midtown High School, along with Harry Osborne, son of Norman Osborne, head of Oscorp, former Iron Patriot and the original Green Goblin. Combined with Spider-man's touchy feelings about the duo led Sue to believe they had history with Spider-man's alter-ego.

She slipped in behind the overturned vehicle as Spider-man engaged the goblins in a fight. She moved some rubble out of her way as she searched for signs of life.

"Help..." said one voice, very weakly. Sue could just make out the man's features.

"Hang on," said Sue as she braced the vehicle with a force field before grabbing the man's hand. She pulled him free and recognized him. It was the Secretary of Defence. She nodded to him as she began to pull out the second person that was still trapped. With a little effort, he was free to.

"The President?" She asked.

"Got out on...a helicopter..." said the second man ass he wiped the blood from his brow.

"Understood," she said, breathing a sigh of relief. The last thing they needed was a national incident where the president was captured or killed. But her moment of relief only lasted briefly.

"AAARRRGGGHHH!" She heard Spider-man scream. Sue leaped from cover and took in the sight before her eyes. Spider-man lay on the ground, and the female goblin was over-top of him, her sword buried in his stomach. The other Goblin lay a few feet from Spider-man, and was out cold.

The Female Goblin caught sight of Sue, and smiled. She let go of her sword and advanced towards her new adversary. Knowing she could not handle the Goblin in hand-to-hand combat, Sue created a force field round the goblin.

The Goblin attempted to break the force field with her fists to no avail. Eventually, it began to run out of air.

_**SSSSSSCCCCCCRRRRREEEEE-AAAAAAWWWWWW! **_


	34. Chapter 34: Present and Future Wounds

Chapter 34:

"Now hold still, this is the last one," said Mr Fantastic as he placed a sensor on her chest.

"I've heard that before," Kitty muttered. She was still ticked off that her private practice session with Peter had been interrupted, just so she could do more tests. _Oh goodie..._She thought as he fired up his computer program. If the guy wasn't so oblivious to everything and everyone around him, Kitty might have guessed that he wanted to feel her up, and was using these 'tests' as an excuse.

"Good, good," he muttered to himself. "impressive," he said as he twisted to face her. "The energy levels in your body seem to be increasing exponentially. You should have access to your powers consciously now or very soon." He paused for a second before continuing, "Could you lift something for me?"

Without a word, she raised her hand and pointed it at a chair. At first nothing happened. Then the chair shifted slightly, as if it had been hit by a gust of wind. Then it began to shake, faster and faster, before it finally began to rise into the air. It only made it a few feet before it crashed back to the ground. She slumped backwards in exhaustion, the whole thing took a lot out of her.

"It's as I thought," said Mr Fantastic as he typed on his keyboard.

_**How rude, **_Kitty fumed.

"What's rude?" Mr Fantastic asked without diverting his attention from the screen.

"I...what?" Kitty said, perplexed. Then it donned on her what might have happened. "I..." she began, but stopped because he wasn't listening.

_**God...I've been here for hours...how long is he gonna be! **_

"How long is who going to be?" Mr Fantastic asked, again not diverting from the computer screen.

"Nev..." she began. Suddenly, her vision swam. She fell off the chair she had been sitting on and onto the floor. She saw a green blur before her. Then came the pain. Intolerable pain, radiating from her abdomen and face. Like when she had been shot, but somehow...faint. Something was wrong with her vision. She couldn't see out of her left eye. Out of her right, though, she could see a white building behind trees. And a red glove.

"_**NO!" **_She screamed as the room began to shake around her. Glass shattered, metal compounded on itself, things flew around the room. She felt herself rising off of the ground. She heard the door slide open, and saw both the Human Torch and the Thing rush into the room. A concussive wave blasted outwards from her body, sending all three men in the room into the walls.

Then came fire, lots of fire. It encased her entirely, but did not burn her. The room swirled around her, then disappeared. In it's place was a street.

More accurately, it was the street where she had been wounded on two years ago. She could see three people. Two where unconscious, and one stood overtop them both, wearing green armour. Without thinking, she raised her hand. The green armoured figure rose up to her level, several feet above the ground. Kitty felt her anger levels rise as she saw that it was the New Goblin, Mary-Jane Watson. Kitty roared with primal fury and clenched her hand, and Mary-Jane's armour began to crush her.

"No! Don't!" someone shouted below her, but Kitty ignored them, her attention fixated on M.J.

"_**You!" **_Kitty roared as she continued to crush M.J. like the insect she was.

"No!" the voice repeated. Again, Kitty ignored it, this time, her attention on the paramedics below her. They rushed to where Peter lay, unconscious, but alive. This snapped her back to reality, and she released M.J. And made her way to Peter's side.

He was hurt, very badly. There was a long gash that ran from his upper right temple to the left cheek. His left eye-socket had been torn open by a sword blade. His left arm was bleeding, but not very much. But protruding out of his abdomen, was one of the Goblin's swords. The leading edge was covered in his blood as he continued to bleed profusely, even as the Paramedics did their best to stop the bleeding.

She fell to her knees by his side, across from the lead paramedic. Kitty simply stroked her husband's ruined face as the woman continued to work furiously. She felt comforting hands on her shoulder. She did not need to turn to know who the woman was. It was Susan Storm, Kitty could tell by some instinct. Who else would dare to approach her at this moment?

The answer came to her in a slight squeeze of her hand. Dazed, blinded and mostly unconscious, Peter's hand had found hers. She returned the reassuring squeeze, letting him know it was going to be alright.

_**Don't die on me Peter! **_She sobbed.

_**It's gonna be...alright..Kitty...**_ He muttered, **_I've been through worse scrapes..._**

_**No, you haven't,**_ She sobbed as the paramedics put him on a stretcher and began to pick him up. "I'm going with him," she stated to the lead paramedic clearly. The woman nodded in agreement as she beckoned Kitty to follow.

The woman slammed the door shut and yelled, "Darcy, floor it!" The woman then began to apply pressure to Peter's stomach. "Don't worry," said the woman, "this isn't the first Meta-human I've treated."

"Really?" Kitty half-sobbed.

"Yep. 'bout two years ago. A girl got shot. In fact," She said, "She lived because Spider-man saved her by giving his own blood. And I'm not gonna let him die on my watch." That was the last thing the woman said on their trip to the hospital. The whole way, Kitty kept a hold of Peter's hand.

_**Come on...**_ She said as the ambulance pulled up to the hospital. Doctors rushed to her side, trying to reassure her that he was going to be alright. That and trying to keep the reporters at bay.

"Is it really Spider-man?"

"How bad is it?"

"Doctor, do you think he'll make it?"

The questions followed them all the way to thee doors of the operating room. Fortunately, a pair of police officers blocked the reporter's paths. Unfortunately, Kitty was not allowed in, and left to deal with the unforgiving, tactless reporters.

"what happened out there?"

"Who was he fighting?"

"Any word on the President?"

"Does this have anything to do with the death of Norman Osborne?"

"Where they out for revenge?"

"Are you his Girlfriend?"

"What's your relationship like with Spider-man?"

"_**ENOUGH!" **_She shrieked at the top of her lungs. Everyone withing twenty feet of her suddenly clutched their heads in momentary agony. Camera lenses cracked, and clipboards flew out of Doctor's hands. Instantly, the reporters backed up, fearing for their safety. The only one to step forward was Sue Storm. She wrapped an arm around Kitty and led her to a bench.

"It's gonna be alright," Sue whispered into her ear.

"What if he's..." Kitty cried softly.

"He's been hit like this before. So have you. And you've both made it through just fine," Sue whispered, "But you need to calm down."

"I can't..."

"or you'll hurt someone."

"I don't care."

"What would he do?"

"Go away," Kitty snapped, curling her hands into tight fists.

"No," Sue said calmly, "I'm staying right here."

"Leave me alone," Kitty snapped as she stood up and tried to walk away.

"No," Sue repeated as she attempted to follow.

"_**NOW!"**_ Kitty screamed and pushed out with her hands. Sue shot backwards and crashed into the wall. For a moment, everyone just stood still, staying quiet. Sue stood up, unhurt and brushed herself off. Kitty on the other hand, looked at her hands and began to shake. She slid down against the wall and onto the floor. She covered her eyes and cried as Sue walked over and sat beside her.

"I'm a monster..." Kitty muttered softly.

"No, you're not," Sue said reassuringly, placing a hand on her shoulder.

"I almost killed someone...I lost control...I...What if he's next?" Kitty said in a broken voice.

"He won't be," Said Sue as a little boy walked up to the two of them. He looked about six or seven years old.

"Is...is Spider-man gonna be okay...?" the boy asked quietly.

"I...I..." Kitty began.

"He's going to be just fine," Sue finished for her. The boy took one look at Kitty and pulled something out of his pocket.

"I want you to have it," He said as he handed it to Kitty.

"Thank...thank you," Kitty said as she accepted his gift.

"He...he told me that this will make me strong...when I was sad...I'm really strong now. Maybe it'll make you strong to...because you're sad..." said the boy before he walked away. Kitty turned over the gift in her hand and saw what it was.

It was a hand-made Spider-man mask.


	35. Chapter 35: Scars

Chapter 35:

His eyes opened with a start. The first thing he noticed was that the pain was gone. The second thing he noticed was that he could see normally again. The third thing was that he wasn't alone.

_**We have to stop meeting like this, **_he said to Kitty, who was sitting beside his bed. He could see how puffy her eyes were, and that fresh tears ran down her cheeks.

_**Except now we've switched, **_She replied.

_**But we're still even, **_he said as he sat up so he was eye-level with her. **_How long have I been out? _**He asked.

_**Twelve hours, **_she replied. Something in her voice didn't feel right, like something was wrong. **_We brought you back to the Baxter Building, to keep you away from the reporters._**

_**Did anyone else get hurt? **_He asked.

_**A...a few bumps and bruises and cuts...**_ She murmered. Something was definitely wrong.

_**The Goblins? **_He asked.

_**In S.H.I.E.L.D custody**_

_**Some good news, at least.**_ He replied as he tried to stand up.

_**Don't Peter...you need to rest...**_ She insisted by placing a hand on his chest.

_**You just told me I've been resting for twelve hours.**_ **_I think I can manage. _**He replied as he stood up. He wobbled slightly on his first few steps, but Kitty managed to catch him before he actually fell. Slowly, they made their way to the door. But first, the passed a mirror, and what he saw astounded him.

A long scar remained in place from where his face had been cut open. It had run deep. To deep for his healing factor to remove it entirely. He ran his fingers over the mark, realizing how close he had come to death. He also could begin to see a resemblance to his future self. He had wondered what had happened to him that caused his face to turn out like that, and now Peter realized it was the job.

_**Reid said that the blade was a...low grade adumantium/steel alloy...**_Kitty muttered,**_ that's why..._**

_**It doesn't matter, **_he said.

_**But this means...Peter...your secret identity...**_She murmered.

_**Has been put at risk for the past two years. **_He said solemnly, **_Besides...I don't really need it anymore...not since.._**He nearly fell down, trying to choke back tears. The same tears that had fallen when his Aunt's casket had been lowered into the ground, buried forever.

_**You...you need rest...you've had a lot on your mind and...with all the craziness...the whole infinity gems...this...thing...this...this monster inside me...**_

_**You aren't the monster, **_He replied as he kissed her forehead.

_**I...I...**_She began

_**I've seen monsters. I've put them away where they belong, **_He said, **_And you are not one of them._**

_**If you know what I did...**_ She began to say.

_**I will if you tell me.**_

_**I...I...can't...**_

_**Yes you can.**_

_**I...I...nearly...nearly killed them...I was in the lab...and I saw through your eyes when...I got scared. Things started to fly around the room. And there was Fire...and then I was there and I started to crush her...I was so angry.**_

_**You had a right to be. **_He said as he leaned in for another kiss.

_**I just...what if this thing...wins? What if I can't control it? Who can stop me?**_

_**You can control it, **_was all he said before wrapping his arms around her in a tight hug. Their lips met in a passionate kiss as their minds melded into one singular being. As she pushed him back onto the bed someone knocked on the door. Kitty opened it tentatively, embarrassed by the situation, and allowed the people outside to enter.

"Hey," said Johnny as he entered, followed by Sue. "Got yourself pretty banged up there."

"Who..who are you?" he smirked, rubbing his head in mock pain.

"Funny, webs" Johnny replied, casting a glance at Kitty. "I really should stop leaving you two alone on missions."

"Oh come on," said Kitty.

"Seriously. First he gets the shit beat out of him by Barton and Cap. Then you get shot. The both of you disappeared into an alternate dimension. Now this? I'm definitely going with you to the Avengers mansion."

"Wait...what?" Peter asked, actually confused this time. He looked around the room at the three of them, not understanding. They all looked upset about something.

"Hey, why don't we leave the boys alone for a bit?" said Sue, motioning for Kitty to follow her out the door. She obliged, and as soon as the door was shut, Johnny turned to Peter.

"The whole thing's getting out of control," said Johnny.

"What are you tal.." Peter began.

"I'll show you," said Johnny, as he picked up the remote for the TV. He clicked it on, and the screen flared to life, showing the scene in front of the White House. It was completely destroyed.

"What happened?" Peter asked.

"She did," Johnny replied solemnly.

"What?" He asked, shooting up from where he had been sitting.

"I'll show you," Johnny repeated as he opened the door, and motioned for Peter to follow him into the hall. Johnny lead him down the winding passages of the Baxter building, until he stopped and turned to talk with Peter. "How much do you remember?"

"I...I remember getting stabbed in the stomach," said Peter "then I blacked out."

"Really? Cause you were conscious enough to talk with Kitty," said Johnny.

"How?" Peter asked. "we where in separate states, even under normal conditions it would be..."

"She was right next to you." said Johnny as he shrugged his shoulders, "She teleported somehow." He motioned for Peter to go into the next hall. And he saw that it was completely destroyed. The doors to the laboratory had been blow off their hinges, machines sparked. Glass and debris littered the floor.

"Wh.." Peter gasped

"At that very same moment," said Johnny, "every telepath on the planet heard a scream. Both Reid and Xavier know this is getting out of hand. She's losing control. She tossed me, Reid and Ben like rag-dolls, nearly crushed the one Goblin and pushed Sue into a wall. All without thinking. She's gotta be put somewhere safe."

"YOU MEAN LOCKED UP!" He roared bitterly.

"GODDAMIT NO!" Johnny shouted back, "just kept safe. What if she explodes again? In the middle of the street? Or what if Doom or Magneto got a hold of her? What then?" Sad understanding crossed Johnny's face as he clasped Peter's shoulder. "Xavier and Reid wanted to separate the two of you. The Phoenix feeds off of emotion, so they wanted to deprive it of that. Me and Cap told them that would be worse, cause then they'd have to deal with you, that nothing would stop you two from being together."


	36. Chapter 36: Frosty reception

Chapter 36:

"Here you are," said Carol Danvers/Miss Marvel. "Hopefully you two will find these rooms to your liking."

"Thanks," Peter murmered as Carol shut the door behind them.

_**Everyone's giving me looks, **_Kitty murmered, **_like I'm a freak. It's like being outed all over again._**

_**You are not a freak, **_he said, trying to comfort her. **_You're my wife. _**

_**I nearly killed someone.**_

_**So have I. And I didn't stop with nearly, **_He said as he set their bags down on the bed. **_You think I don't see Osborne's face before I go to sleep?_**

_**I didn't stop either, **_She half cried, **_I..._**

_**I know, **_He said, **_I've...seen your nightmares. _**

_**Then why didn't you say something?**_

_**Because I knew you would talk about it when you where ready. **_

_**How can I? I...**_

_**It wasn't you. **_He said as he pulled her into a tight hug.

_**Peter I..**_

_**Listen to me. It wasn't you. It was the symbiote. **_

_**I KILLED YOU! **_She said as she pulled away. **_Every night, I see his...your face. I can see you realizing what...who I am..._**

_**Those symbiotes can be very powerful, **_he said.

_**HOW WOULD YOU KNOW! **_She shouted and turned away.

_**Didn't you ever wonder how they can produce webs? How they avoided your spider-sense? Could climb walls? **_He stated to the back of her head. She turned to face him again.

_**You mean...? **_she muttered.

_**Yes. **_He replied as he pulled them both down onto the bed. **_A little over a year into my career as Spider-man, I came across a black substance. It was right after that...explosion, so I was fairly angry at the time. I bonded with it and it made me feel so...good. Like I was unstoppable. But I started to get aggressive. I went and attacked people verbally without provocation. And then I...I nearly hit Aunt May. _**

_**I knew then I had to get rid of it, but I didn't know how. I landed on a church roof. Something hit the bell and caused it to vibrate. The symbiote began to come off, so I hit the bell again and again until it did.**_

_**Why didn't you tell me? **_She asked, wrapping an arm around his shoulders.

_**Because the past doesn't matter, only the lessons learned matter. **_He replied as he completed the hug. Their thoughts snaked together, making them feel whole again once more. He stroked her golden brown hair with gentle caressing motions. Nothing to aggressive, just enough to let her know everything was going to be alright. But their moment was not meant to last.

"We need you two in the briefing room," said Captain America over through the private PA system.

_**Damn**_, she said as they walked out and closed the door behind them. **_Why do we always get interrupted when we're getting so...intimate?_**

_**The Parker luck. Don't worry, there's gonna be other make-out sessions, **_he replied with a snigger. Holding hands, they descended into the Briefing room through the floor. As they gently lowered themselves to the floor below, they were greeted by Captain America, Nick Fury, Xavier and Wolverine.

"We found the telepath," said Fury, getting strait to the point. He pressed a button, and an image of a woman's face appeared on the display. "Her name is Emma Frost. She's a known member of the Hellfire club's inner circle, and a suspected Terrorist."

"How'd you find her?" said Peter.

"Inside man," Fury replied. "All my guy could tell me is that She's on the move. Today. She's supposed to be meeting up with one of Dr Doom's men, to discuss the idea of a Latvarian branch for the club. We also believe she means to give the item to him, and is using the meeting as a cover-up."

"So what, we gonna nab her while she's en-route?" Kitty asked.

"You won't be going anywhere," said Xavier sternly.

"But.."

"No," said Logan, "You stay put until we get this situation under control."

"It won't be long," said Xavier. "If everything goes according to plan, we should be back within the hour."

"We?" Peter asked.

"You, Captain Rodgers, Logan and myself will be the ones bringing her in. I can't guarantee that she won't have back-up. So we go in prepared."

"I'll have S.H.I.E.L.D. Agents on standby, but I'd rather not reveal our hand unless it's absolutely necessary." Fury said as he set his hands on the Table. "This could be the break we need to finish the job that we started over twenty-five years ago. Let's not screw it all up now." He motioned for Captain America to follow him, and Xavier was wheeled out by Logan, leaving Peter and Kitty alone in the dark, empty room.

_**I don't want you to go, **_She said, **_I've...I've got something else to tell you..._**

_**All the more reason for me to hurry, **_He replied as he gave her a quick kiss on the cheek before rushing after the others.

_**A/N Any guesses as to what she has to tell him?**_


	37. Chapter 37: Monster

Chapter 37:

"I see her," Peter whispered into the com-link from his roof-top perch. On the short jet ride over, they had determined it best to avoid telepathic communication, as their target might intercept it. Instead, Xavier was masking their presence from her. They had also decided to forgo costumes, so the could blend into a crowd if necessary, "She just passed the coffee shop."

"I see her," Captain America replied from across the street. "Spider-man, approach from the left. I'll go from the right. Wolverine, bring up the rear. We'll corner her when she passes the pizza shop." Peter slipped down off the roof and into a dark alley. He waited casually for the woman to pass. He immediately took note of all her white clothing. Easily in her forties, but with plenty of plastic surgery.

He stayed to her right, hoping Xavier's mental block would hold up. With a slight nod, Captain America indicated he was ready, and so was Logan. As she neared the Pizza shop, Peter cut her off.

"Sorry," he said, purposely running into her and knocking the briefcase out of her hand. He bent down and picked it up, keeping it out of her reach.

"That's mine," she uttered.

"Actually, I think it's mine," Peter replied as Captain America and Logan grabbed her by the shoulders and lead her to the concealed S.H.I.E.L.D prisoner truck. Inside, was a mini interrogation room.

"Unhand me!" Frost said, struggling needlessly against her restraints. "Who do you think.." At that moment, a video monitor turned on remotely.

"Hello, Ms Frost," said Xavier's image.

"Charles," Frost replied, "what a pleasure."

"Spare me the pleasantries," said Xavier. "What do you want with the gem?"

"What Gem?" Frost replied with a smirk as Peter opened the briefcase.

"This one," Peter replied, holding it up for all to see. "The one you stole from me."

"Well," said Frost, "I.." she narrowed her eyes in concentration. Minutes ticked by, and sweat began to build up on her brow. At the same time, Peter began to feel another presence attempt to enter his mind, with futility.

_**You might as well stop trying, **_he projected psychically to her. Frost slumped back in defeat. Apparently, she was not equipped to deal with the level of psychic shielding the professor provided, along with his own defences, which he surmised had been reinforced by both the Mind Gem and Phoenix force.

"I did not expect such trouble from you..." Frost smirked, "even with the...most unusual mental defences you have."

"I'm just chalk full of surprises," Peter replied, slipping the Gem into his pocket. "Now, what where you going to do with it?"

"Add it to my collection," She replied.

"Don't play games," said Captain America sternly, placing his hands on the table.

"My my," said Frost with contempt, "so concerned with little old me, when there are much bigger fish to fry..."

"Explain," Logan snorted.

"All this secrecy...hidden bases...lies...my master will reveal all," said Frost with a big smile as she turned to Peter. "A contact of mine was so interested to learn it all...I think you know Mr Jameson don't you...Peter?" A wave of realization hit him as he turned to Captain America, who held the remote..

"Switch to channel 34!" Peter barked. Captain America complied.

"...A TRUE PATRIOT. NOT UNLIKE SPIDER-MAN, WHO AS WE ALL KNOW, ALLIED HIMSELF WITH TERRORISTS. NOW THANKS TO AN ANONYMOUS INFORMANT..." Jameson ranted from his desk.

"Cap! Call the Mansion, tell them to cut off all televised feed, NOW!" Peter shouted.

"Carol!" Captain America snapped into the phone, "cut off all televised feed..." He was drowned out by Jameson's voice.

"...FORMER EMPLOYEE OF THE DAILY BUGLE, OF ALL PLACES. SPIDER-MAN'S SECRET IDENTITY IS...PETER PARKER."

"Carol!" Captain America shouted into the phone, "did you.."

"Too late," Ms Marvel replied, "She saw it all." Peter made a beeline for the door before she even finished. Within seconds he was swinging through the air, making record time to the Daily Bugle.

_**Don't do anything stupid... **_he said as he swung from building to building. He rounded a corner, and was greeted by a sight he had hoped to avoid.

A portion of the Bugle's wall had been ripped off, leaving the executive offices facing the open air. Papers billowed in the wind, and people screamed in terror below. In the midst of this madness floated Kitty, her hair flowing freely in the air, and her eyes glowing with fire.

"_**JAMESON!" **_she screamed and pointed at the one man who was left standing in his office. With a hand gesture, Jameson was lifted into the air and out of his office.

_**Don't! **_Peter pleaded as he landed on the side of the building.

"_**Why?" **_Came Kitty's response.

_**Don't kill him. No matter what he's done, he doesn't deserve to die.**_

"_**After all he's done to you!" **_

"AH-HA!" Jameson screamed, "I knew you were trouble Parker, But I never thought you'd."

"Jameson," Peter fumed over the wind. "For once in your life, keep your fucking mouth shut." _**You're better than this, Kitty, Don't do it.**_

"_**Katherine Parker no longer exists! Speak to the Phoenix!"**_A concussive blast hit him and Jameson, sending them both backwards. Peter managed to catch his former boss before he fell to his death. Above the wind, Peter began to hear another sound. The sound of approaching thunder.

"_HAVE AT THEE!" _

"THOR, NO!" Peter screamed as the God of thunder sent a hail of lightning towards the Phoenix. A blast so powerful, it could destroy anything in it's path, But Phoenix turned it aside like a leaf in the wind, and threw it back to it's source.

"Turn and face me, villain,"Thor spoke above the thunder. "Or face the might of Mjolnir!"

"_**You think your powers mean anything to me?" **_The Phoenix said menacingly.

"You wish to test your strength against the might of Asgard?" Thor said mightily as he readied his hammer. _"FOR ODIN!" _He bellowed as he shot his hammer forth, empowering the throw with lightning. At the same moment, Phoenix blasted out a stream of fire. The streams of energy collided with a thunderous explosion, which reduced the top half of the Daily Bugle to dust.

As the smoke settled, he saw bitter realization had crossed Kitty's face. She lowered herself to the ground sombrely. He tried to make his way to her, to try and comfort her in any way he could, but he was sent flying back, like she didn't want him close as she fell to the ground and cried. He closed his eyes at his realization of the whole situation and ambled away.

His foot caught something and he tripped. He opened his eyes to get a better look. At first he thought it was a piece of concrete, but then gold lettering caught his eye.

"_Whosoever holds this Hammer, if he be worthy, shall possess the powers of Thor." _

Peter looked around for the mighty god of Thunder, but he was nowhere to be seen. Peter could hear the heavy metallic footsteps of Iron Man approach him from behind, and he felt the weight of the metal arm on his shoulder.

"He's gone." Was all Peter managed to choke out.

xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx End of Part 2 xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxx

_**A/N: Thor's gone...Madame Web and Odin are dead...And the Dark Phoenix is on the rise...What's next for our heroes?**_


	38. Chapter 38: Revealed!

xxxxxxxxxxxxxxxxxxxxxxxxxxxx x Part 3: Assembled xxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxx

Chapter 38:

Police, ambulance and fire crews rushed around him. He could hear their voices in the background, but his attentions remained on one individual.

Kitty remained where she was on the ground. She barely moved, and she didn't say anything. Not matter what he tried, he couldn't get through to her. He'd tried to approach her again, and she'd thrown him backwards. He'd tried to reach her across their mental link, but she ignored him. He'd even resorted to shouting her name across the distance, but she remained silent.

Hours ticked by, and soon, they were the only two left on the remains of the building in the dark. It was so quiet that you could hear a penny drop. Neither of them moved from their respective positions, refusing to give in to the other's wishes. He knew he could wait her out. And eventually his patience paid off.

_**Why do you stay?**_

_**Because I love you**_

_**How?**_

_**With my heart**_

_**Can you love a monster?**_

_**I can love my wife.**_

_**And if your wife is the monster?**_

_**Then I will protect her from those who seek to harm her. **_

_**You would risk death?**_

_**Death cannot stop true love. **_

_**How can you be sure?**_

_**Because nothing can. And nothing will. **_

_**All things break, given time.**_

_**Love cannot be broken, not with a thousand swords. I will wait for you, no matter how long it takes, because we have an eternity ahead of us. **_That finally broke through her self-imposed barriers. She lifted her head, and gazed at him with tear sodden eyes. Mere words could not convey how he felt at that moment, so he bounded across their mental link, delving into that special place that they reserved for each other.

They stood alone in an empty ballroom. The floor was clean and shone with brilliance. He looked down and saw he was wearing a black tuxedo, while she wore he blue and silver dress.

"May I have this dance?" He asked, holding out his hand as music began to play from nowhere. She accepted it, and he led her to the centre of the empty room. They began to sway to the slow beat of the music. For hours they continued, turning on the spot. He gazed into her crystal clear eyes and relayed the words he had spoken to her after their first kiss.

_**I am more sure that I want to be with you than I am of anything else in the world, Kitty.**_

They both leaned in for a kiss. A kiss that brought them from the meta-physical world back into the real world. They stood together, lips locked in a tight embrace that did not break for several long minutes, not until their senses went off.

He spun around, instinctively placing himself between Kitty and the perceived danger. A silhouette of a man could be seen, his features distorted by a light behind him. But he didn't need to see the man's face to know who he was, only one Avenger carried a bow and arrows.

"Hawkeye," Peter spat, disgusted that the world's greatest archer chose now to show up, of all times. But he wasn't alone. More shapes dissolved from the black nothingness of the night. Soon Black Widow, Hawkeye, Mary-Jane, Dr Octavious, and Venom formed a semi-circle around the two of them.

"No...no, not quite, arachnid," Hawkeye jeered. "I think I've had my fun with this charade." Hawkeye's face contorted and twisted. He became taller, and his hair darkened. His body armour changed into a green cloak. Similarly, Black Widow's form changed. She was no longer the Russian redhead, but an Asgardian Enchantress.

"Loki!" Peter shouted.

"Yes...that's right..." Loki jeered. "it's been such fun, meddling with your life, arachnid."

"Why?" Peter snapped.

"Quite simple," said Loki, "So my plan would succeed. Four years ago, I was visited by myself...from the future. He told me that if I wanted to rule Asgard, as is my birth right...all i needed to do was... destroy the mighty Avengers."

"Why me? Why the Avengers?" Peter asked.

"Because, time and time again, the Avengers rallied, led by Captain America and my oafish brother. No matter how hard I tried, they always defeated me. So I came up with a new plan: You." Loki sneered. "I learned from my future self that you would eventually come to lead the Avengers alongside the great Captain. You became the greatest one of them all. So I decided that you would be my new weapon of choice. But to do that, I had to go back farther. I had to destabilize you and your friends. What better way to do that than with the death of a close friend?"

"You killed her!" Peter roared.

"Yes, mortal," Loki replied with a grin, "It was I who 'convinced' the mortal Nitro to go into that particular building. There were so many others to choose from, but you had to suffer first and foremost, changing your future and destiny forever. From then on, It was a simple matter of me biding my time, waiting for the perfect moment to strike. I must say that I played my parts most convincingly. The President. The Newspaper Publisher. The Archer. All parts of my scheme."

"Fate, it seems, played to my advantage. How quickly you fell for the mortal girl. How easy it was to guide your friend into that alley, so she would see what was going on. I turned them against you and you against them, and that was only the start."

"I had already assumed the identity of Clint Barton many years ago. I always knew that it would be useful to know what my brother was up to here on mid-guard. I sought to capture the girl, in hopes that you would go to the ends of the earth to save her, but your willpower seemed to overcome mine, and you escaped with both your lives, to my advantage. I then realized that I had to strengthen the bond you had with her. So I was the one who shot her, missing on purpose. Marvelling in how you fought to save her pitiful life."

"Then my plan started to come to fruition. You led the X-men against the Avengers, destroying bonds forever. Weakening yourselves for my eventual dominance. At that same time, I began recruiting an army, an army to crush you all. But i reserved my piece d' resistance for her. The mighty Phoenix, the sum of all life, under my enthral. How it would destroy you if your enemy was your heart."

"So I separated you from your potential allies. I used my best pawn to lure you into a trap I had so eagerly waited to spring. To defeat so many Spider-men was my ultimate desire. Sadly, he failed to finish you off, but succeeded in bringing me the Phoenix for my own machinations."

"If you want her," Peter snapped as he tightened his fists, ready for a fight "you're gonna have to go through me first."

"As you wish," Loki snorted, "I have been looking for someone to use the full power of the Odin-force on, anyway." He raised his staff, and a white energy blasted forward, rocketing towards Peter.

And everything went black.

_**A/N: The board is set, and the pieces are moving.**_


	39. Chapter 39: calm before the storm

Chapter 39:

"Wake up soldier," said a voice. Peter opened his eyes, to see Captain America and Iron Man standing over him. Captain America reached down a hand for Peter to grab, which he did. From the sad expression on Captain America's face Peter knew what had transpired, but he still looked around in disbelief and sorrow.

"I'm sorry soldier," said Captain America, his voice full of sorrow. He placed a mighty hand on Peter's shoulder, giving his silent condolences.

"How long?" Peter asked.

"Seven hours ago." Iron Man replied as he removed his helmet. "But the good news is he hasn't left earth. He's massing an army about twenty kilometres from here."

"And how's that good news?" Peter snapped back.

"It means we can still get to him on our home turf." Captain America replied, "We've put a call out to everyone we can think of. The National Guard, the Army and the Air force have sent reinforcements to S.H.I.E.L.D."

"And we've still got Frost in custody. Xavier's been interrogating her ever since you left," said Iron Man.

"Has he gotten anything out of her?" Asked Peter.

"Unfortunately no," Said Captain America, "She's good, I'll give her that."

"Let me have a go," Peter muttered, "I'll get her to talk." Captain America looked at Iron Man.

"Are you sure that's a good Idea?" they both asked.

"Got anything better?" He replied as started to make his way to the prisoner truck, which was several blocks away. Both Captain America and Iron Man followed him all the way to the truck's door. But they respectfully remained outside while he entered.

"Back already?" Frost asked in a mocking tone of voice. "It was getting to be so dull..." Peter placed himself on the opposite side of the truck, with the table between him and Emma.

"You think I'm playing games?" Peter fumed.

"Xavier's been trying to get information out of me for hours. What makes you think you can?" said Frost, mocking him. He threw the table out of his way, in an attempt to get his point across to her, but she simply covered her body in diamond-like armour. "Sometimes, it pays to have secondary mutations," she smiled, "now telepathy won't work while.." He grabbed her by the throat and lifted her into the air.

"But you still need to breathe. And I'm guessing it requires concentration for you to maintain your diamond form. So who's gonna give in first? Me or you? " he said, "Because once you slip up, I start choking. And I know you won't be able to hold your concentration forever. Now talk."

...

"All we know so far is that Loki has it in his head that he's the rightful master of the universe," said Captain America to the assembled heroes inside the Quinjet. "And that he's gathered an army of Super-villains to finish the job."

"So what are we waiting for?" said a man who smelled a lot like fish. "I say we take the fight to him now!"

"He's also got control of the Phoenix," said Logan, who was standing beside Peter. "Which means he can do anything he wants."

"Then we kill it," said the Fish man angrily.

"Not that simple, Namor," Iron Man replied, "If we kill the Phoenix we kill it's host."

"So?" Namor asked, "It'll be the end of one life."

"Would you say the same thing if it was _your_ wife?" Peter snapped at him.

"I will do my duty," Namor spat back.

"How do you plan on stopping her, exactly?" asked Ms Marvel.

"With this," Captain America replied, bringing the infinity gauntlet to bear for everyone to see.

...

All around him, people where rushing around, trying to get ready. Ten minutes ago, Johnny had rushed to Captain America's side and informed him that Loki was on his way, and would arrive in less than half an hour.

Peter had nothing to prepare. He was already in his outfit, and he really wanted to be left alone at the moment. The sub-mariner's brisk words had stung him deeper than anyone realized. His conscious knew what he had to do, but he didn't want to do it.

"Hey!" someone called out to him from thee mad rush of people. He turned to see Susan Storm running towards him. She thrust something into his hands, and he looked down to see what it was.

A hand-made Spider-man mask.

"We're gonna get her back, okay?" said Sue as she pulled him into a supportive hug.

"Everybody, fall out!" someone shouted over the megaphone.


	40. Chapter 40: Onslaught

Chapter 40:

Loki's army charged with a primal fury, which was in turn matched by the gathered heroes. Peter's spider-sense went hay-wire as fighting surged around him.

A large man with an axe was tackled by Wolverine. The Thing wrestled with a giant wolf, while beside him, The Black Panther traded blows with what looked like an elf. Peter dodged a swipe from someone's sword, and he lashed out with a kick aimed at the wolf on top of Ben.

"Thanks Bug," said Ben before he grabbed the Elf that Black Panther had been fighting. Peter was to distracted to respond. Venom had tackled him from the side, and Peter kicked him off. Claws ripped towards his midsection, so he jumped back, into the path of a rampaging Rhino. With less than a second to spare, Peter got out of the way and grabbed the behemoth with webbing.

A shot rang out next to his ear, and he saw War Machine going head-to-head with Octavious. With a quick web, Peter disabled the Doctor's eyesight. He had no time to celebrate, as he was forced to jump out of the way of an energy blast.

He looked up, and saw Loki floating triumphantly over top of the battle. To his right was the Enchantress, firing her magic at open targets. But to his left was Phoenix, clad in the same green and gold outfit from before. Loki fired again, forcing Peter to jump again. Loki's third attempt was cut off by another beam hitting his spear.

"Insolent..." Loki screamed at Captain America, who wore the Infinity Gauntlet, which was still smoking. An evil smile crossed Loki's face, and he turned to Kitty with a whisper "do it." With a glazed expression, Kitty raised her hand and a beam of fire sprung forth towards Captain America, who was to late to dodge or block.

"NO!" Peter screamed as Captain America became a mere memory. The gauntlet fell to the ground, unscathed. Another voice joined his, as Iron Man rushed for Loki, screaming for blood. And he met the same fate. All around him, Loki's forces were reducing the Heroes to nothing.

Black Panther fell to the Enchantresses magic. Wolverine was buried under a pile of rubble by Rhino. Cyclops was being backed into a corner by the Goblins. Luke Cage wrestled with the Axe-man while Iron Fist lay dead at his feet. Sue and Johnny became surrounded by Sandman as Megan and Bobby where thrown aside by a violent explosion. And Peter knew what he had to do.

He rushed forward, dodging several of Loki's blasts. His fingers gripped the Infinity Gauntlet. With a simple motion, he slid it over his hand. Then came knowledge of untold proportions. In an instant, he knew everything there was to know about the gauntlet and the gems. With a thought, he violated the laws of space and time. He brought what they desperately needed: Reinforcements.

All around him, beings materialized out of nowhere. Heroes from the past, present and future. Heroes from other worlds. Men and women with bat insignias. Men with lightning bolts and ornate 'S' shapes on their chests. Miguel O'Hara, the Spider-man of the year 2099 stood next to an old man with a glowing blue sword made of energy.

Re-energized, the heroes began to push back Loki's army. To his left, a man with a black cape and cowl disarmed the Axe-man with a series of quick punches and kicks. To his right, X-23 managed to free Wolverine from the rubble, and together they tackled the Rhino. Something grabbed Peter from behind. It was the Elf Black Panther had been fighting earlier. Before he could retaliate, the Elf reared back his sword. Lightning-fast, someone grabbed the sword out of it's hand and twisted it's arm. The Elf fell to the ground, screaming in pain, in it's place stood a woman in her mid-thirties with long brown hair.

"Hands off my husband," snapped the older Kitty as she threw the sword into Venom's shoulder.

"I take it you're Ricochet's?" Peter said as he rolled and fired a beam of energy from the Gauntlet towards the Enchantress.

"Yes," the older Kitty replied as she wrestled with Harry Osborne. "And how the hell did I get here?" She asked.

"I used the glove to bring in backup," Peter said as he dodged a strike from the man with the Axe. "You wouldn't by any chance happen to know if we win, would you?"

"Got it!" She replied as she threw off her opponent. "And no, I don't. I..." Just then Juggernaut slammed into her, sending her flying. Peter leaped into the air and tried to catch the rampaging monster, but someone got there first. Moving as fast as Peter could, Mary-Anne Parker ripped off the Juggernaut's helmet allowing Peter to strike a sort of psychic beam.

Venom launched himself towards Mary-Anne, who crumpled beneath him. Venom raised his claws and prepared to strike, but was thrown off.

"Get the hell away from my Daughter," snarled Ricochet in a menacing tone.

"How...?" Mary-Anne began to say.

"Not now!" he roared as he tossed one of Loki's wolves away. "I'll explain later. When this is all over."

_When it's all over..._Peter thought. It wasn't going to be over until someone stopped Loki. Although the battle had turned in their favour, the God of Mayhem still dominated the battlefield, crushing everyone in his path. Already, Ms Marvel, Daredevil and Dr Strange had fallen to his onslaught. It seemed that no one could stop him, except for his dead brother. Unless Peter did what he had to.

"Throw me," he said, "At Loki."

"Are you crazy?" Older Kitty shrieked, "You'll get yourself killed! You've gotta live if you're gonna hav.."

"We don't know if this is our past," Ricochet interrupted, "And if he doesn't, we're all gonna die." Ricochet grabbed Peter and prepared to throw. "Make it count," he said before he threw Peter like a spear. Flying through the air, Peter fired a beam of intense energy at Loki, knocking him off-balance as Peter landed nimbly on the rooftop below. Loki stood up and wiped the dirt off his face.

"Insolent cur..." Loki snarled.

"That's me," Peter replied.

"You will pay for that!" Loki screamed as he fired a beam of energy at Peter, who blocked it by forming a force field. They were evenly matched in terms of power and will. But Loki had something up his sleeve.

"Now.." He whispered.

_**SSSSSSKKKKRRRRREEEEE-AAAAAAAAAAAWWWWWWW!**_

A massive blaze surrounded him, encircling him and trapping him. He closed his eyes. All was lost.

_**A/N: Catch the cameo appearances? No? Here's a clue: none of them where mentioned by name, only by description. **_


	41. Chapter 41: Memory lane

Chapter 41:

"Hey Pete, buddy. Get up or you're gonna be late for class."

He opened his eyes. He was in his old bedroom. He looked down and saw his fifteen-year old body, and saw that it was seven o'clock in the morning, and Uncle Ben was standing in his doorway.

"And I know you don't wanna miss a chance to see Gwen."

"Uncle Ben!" Peter said as he leaped out of his bed and hugged his Uncle tight. "No, I don't want to go to school...why don't we go fishing instead?"

"But Peter, you've been looking forward to today for weeks," Aunt May smiled from the hall.

"No..I want to...stay home...with you two..." Peter stammered.

"And miss the chance to see 'the next great stage of advancement in genetics research?'" Uncle Ben smiled. On the inside, though, Peter's heart sank. It had to be today of all days. Why couldn't his dream be of another day? There were so many to choose from, why this one? Uncle Ben smacked him on the arm and said, "come on, I'll give you a ride to school. Unless you want to put up with that Thompson kid on the bus."

In minutes, Peter was dressed and out the door and in the car with his Uncle. "You know," said Uncle Ben, "It amazes me how little things change around here. Look at the school, it hasn't changed much since I was there."

Peter smiled, "Yeah, if it ain't broke, don't fix it, right?"

"No," said Uncle Ben. "Sometimes things need to be changed, even if they work. The police department does a fine job of keeping our streets safe, but these superheroes that go flying around saving people...they do stuff normal people can't."

"But deep down," said Peter, "they're still human. They can get hurt."

"Yeah," said Uncle Ben as they pulled up to a stoplight, "they get knocked down. Everyone does now and then, but what matters is that they get back up again and keep fighting. Even when everyone else has quit trying and given up."

"And if they can't win?" Peter asked sombrely.

"Then they go down as a hero, fighting for what they believe in, as your Grandpa Barnes used to say. And believe me, he learned from the best. He was lucky enough to serve with Captain America." Uncle Ben chuckled, "I think he was in love with the man, personally. Kinda like you and Tony Stark, but there's nothing wrong with revering someone who deserves it. People do it all the time, hell, I do it all the time."

"yeah," said Peter, "Who do you revere?"

"Well Spider-man, of course," Uncle Ben chuckled as he turned a corner.

"But..." Peter uttered, not understanding, "there's no...he doesn't...who's Spi..."

"You are, kiddo," said Uncle Ben as they pulled up in front of the School. "This isn't a normal dream...what would you call it...hang on...oh yeah... 'false Perceptions brought on by subconscious shielding from real-world reality.' I call it 'Day dreaming.'" Peter was still confused, so Uncle Ben continued, "Go inside. I think some other people want to talk to you."

Cautiously, Peter stepped out of the car. As soon as he shut the car door, all the people around him disappeared, leaving him to walk towards the empty school alone. He pushed open the doors quietly, and saw that the hall was just as empty as the street was.

"Oi! Puny Parker!" shouted Flash Thompson as he appeared from out of nowhere.

"Flash?" Peter said, surprised.

"No, It's Eugene, remember?" Flash replied. "For a genius superhero, you're pretty thick, Parker."

"What...?" Peter asked.

"My point exactly, Parker. You're a hell of a lot smarter than this and you dumb yourself down." Flash laughed. "It's what the old guy said, none of this is really happening except in that big brain of yours." Flash paused for a second, then continued, "But it's not me you're looking for, she's over there." he pointed to the next hallway, and Peter followed his directions, turning the corner hoping to see who he so desperately wanted to.

It wasn't. It was Jean Grey. And he was no longer in the school. He was outside on the grounds of the Xavier Mansion.

"Now I think we can cut the bullshit," said Jean. "You're still being so stupid in not accepting how great you are."

"How can I be great if I failed?" He replied, "it's all over."

"You really still think that?" Jean asked. "Do you think that you could ever have survived one of Loki's blasts without help? Or that Anyone can completely dominate the Phoenix?"

"What are you..." He began to say.

"I don't believe this. I thought you where supposed to be intelligent," Jean remarked.

"You mean...she's not gone?" Peter asked.

"YES! He can be taught!" Jean exclaimed. "What Loki did was take over the Phoenix portion of her powers. Deep down, she's still in there, fighting to get out. When Loki blasted you, she managed to shield you from the brunt of the attack. And even now, she's protecting you from him. He thinks you're going to burn alive, but instead, she's given you time to realize what needs to happen. So go do it, Spidey. Save the world. Get the girl."

His eyes snapped back to the real world. He was still surrounded by fire. But as Jean had said, it would not burn him. He had been given one more chance to use his power responsibly, for the greater good.

Above the sounds of fire, Loki cackled, "Without Thor, you heroes are nothing!"

"We'll see!" Peter shouted as he rose to his feet, seething with determination. He knew what he had to do. He knew he was ready. That he was worthy. His free hand shot out to the side, motivated by sheer willpower. He prayed to himself that this would work, it had to. His prayers were answered by a distant whooshing sound of an object flying at the speed of sound.

"What?!" Loki howled as Mjolnir flew into Peter's hand, and all around him thunder crashed and lightning hissed.

_**A/N: Yes you read right. Spider-man is wielding Mjolnir. **_


	42. Chapter 42: One life's worth

Chapter 42:

"_LOKI!" _Peter roared at the top of his lungs. He raised his left hand, the one that held Mjolnir. A massive bolt of lightning thrust forward out of the hammer and struck Loki in the chest. And the God of Mayhem disappeared in a cloud of green smoke.

Green smoke that made it's way to Kitty.

"_**HELP ME!" **_was all she could scream before the smoke entered her body. Her garments changed from the Phoenix's green and gold outfit to a modified version of Loki's armour. But it was the eyes that held his attention. They simultaneously glowed bright red and maintained her soft brown. The smile that crossed her face was both full of malice and full of fear.

"_**What's wrong, arachnid?" **_Loki taunted. His words reached both Peter's ears and, more horrifying, his mind. Loki had turned the cherished mental link into a weapon against him. **_"Strike me down!" _**Loki raised his spear and charged it with glowing energy. _**"So...weak" **_He spat as he fired at Peter, who dodged. **_"Where's your great power, Hero?_**" Loki jeered as he fired again, forcing Peter to roll out of the way. _**"It was foretold that YOU where the greatest of them all!" **_Loki cackled as he fired a third time. This time, Peter used the Gauntlet to form a shield.

"_**Let. Her. Go." **_Peter demanded.

"_**Let me think...no, I don't think I will." **_Loki sneered as he shifted his spear.

"_**You where warned," **_Peter said coolly. **_I'm sorry,_** he added in silently before charging Loki. He ducked under Loki's spear and struck Kitty's stomach with force. Loki kicked out, but Peter blocked using Mjolnir's handle and swept Kitty's feet out from underneath her body. He brought the hammer down on her shoulder, hoping the pain might force Loki out.

"_**AAAARRRRGGGGGG-AAAAAAWWWWWW!" **_Loki's scream was mixed with that of Phoenix's. Loki kicked out with Kitty's legs, tripping Peter and brought his staff to bear. The tip of the spear caught Peter's bicep, but he ignored the pain as he forced Loki back using the glove. Peter rolled, avoiding Loki's magic and he struck back with lightning.

Peter figured it out. Loki didn't yet knew how to interpret Kitty's spider-sense, and how to predict his movements using their mental link. Peter, on the other hand, knew every trick Loki was throwing his way. He shot a web-line out to Kitty's head, and used his momentum to power his strike.

_**AAAAHHHHHHH! **_Kitty arched back in pain and agony, screaming. Her form began to burn with gold fire, and everything around her floated. Peter knew this was the moment he had been waiting for, and delved across their psychic link.

He used the power of the Mind Gem to boost their connection to a level it had never reached before. He landed cleanly on a world that was barren and desolate. He knew that it wasn't real, that it was a mere image of her mind.

"I see now," said Loki from the darkness. "How it must pain you to do this to your own wife. Your soul-mate."

"I'm gonna give you to the count of two to leave," Peter snapped.

"My dear boy," Loki jeered as he appeared before him, "I'm here because she want's me here. You all do. You all crave subjugation secretly."

"_That is a lie," _Phoenix called out from the depths of Kitty's mind. _"Freedom is the right of all living beings." _

"And they shall be free," said Loki in retaliation, "from freedom itself."

"And you will be their saviour?" Peter snapped, curling his hands into fists.

"I shall." Loki replied. "Think, arachnid. If I where to rule, there would be no more crime, no more war, no more responsibility. You would be truly free."

"At what cost?" Peter rebuffed, "our lives?"

"Only a simpleton would call what these people have lives," Loki snapped. "Give me the gauntlet," Loki said with caution, "and I shall free your wife." Peter took a step back.

"If I give it to you," Peter replied, "you swear to keep you word?"

"On my honour, I shall free her and use my power to bring back those you love most," said Loki with a warm smile. Loki stepped forward triumphantly, waiting to take his prize. "Think, all your failures, undone with a simple thought. There was no need for Gwen Stacey to die. I can bring her back. I can bring Back you Aunt and Uncle...your parents too..."

"Then I guess," Peter began as he stepped closer to Loki, who's smile grew. "...That no one ever told you that with great power, comes great responsibility!" He shouted as he caught Loki in the jaw with a powerful uppercut, sending him flying backwards. Snake-like roots grasped Loki's arms and legs, preventing him from escaping. Loki screamed as Phoenix fire erupted about his body, and the mental reality around them shattered, leaving the real world in it's place.

Loki collapsed to the ground, his real body smouldering. Peter knelt on the ground a few feet from him and Kitty floated above both of them.

"_**You dare to control the Phoenix!" **_Kitty screamed.

"IT IS MY DESTINY!" Loki roared as he fired the last of his last magic towards Phoenix. Peter reacted on instinct, throwing Mjolnir in the way. The resulting explosion levelled the area. Smoke and dust filled the air. But he did not want his eyes to see what was before him.

The Phoenix hovered above them, a birdlike avatar encased in flame. A crumpled heap lay before the Phoenix's mighty form. The form did not move.

And it was not Loki's body.

Tears fell down Peter's face as he took Kitty's body in his arms. He felt desperately for some sign of a pulse, but there was none to be found. He held her chest close to his ear, to listen for a heartbeat with futility. His tears of loss turned to tears of pain.

"_YOU!" _he screamed at the burning Phoenix. "_You did this!" _

"_**It was a task that needed to be done. I accepted it, and so did she. But my task is not done. I must right the wrongs committed on this day. **_The avatar began to glow even brighter. From a smouldering pile of ashes, formed Captain America and Iron Man, completely unscathed. Buildings re-built themselves, glass re-formed into windows. The street looked as though it was brand new. _**All is now as it should be.**_

"At what cost!" Peter yelled upwards. He desperately reached for the power of the soul Gem. Maybe it could bring her back, but nothing happened. No matter how hard he tried, nothing happened.

_**Her soul cannot be recovered. She has given it up for others to be returned. My duty is done, Peter Parker. I cannot change her sacrifice. For every soul I save today, one must be extinguished. **_

"Then take mine!" Peter shouted.

"Get in line, bub," Wolverine growled as he pushed past Peter. "if you think I'm gonna let her live without y.." But before either of them could say any more, a third man moved past them.

"Cap, don't!" Iron Man exclaimed as the first avenger stood before the Phoenix.

"It's alright, Tony. I've lived my life, it's about time I saw Bucky again." Said Captain America, "Take me in her stead." he turned to face Peter, "make this one count, soldier." Peter rose to his feet as the remaining avengers gathered behind him. As one, they all gave their captain a sharp salute, which he proudly returned.

"It's been an honour, sir" said Peter, which made the Captain smile as the Phoenix encased him in a sort of funeral pyre. As both disappeared in flame, Kitty's form began to stir. He knelt down and picked her up and carried her off as she came to complete consciousness.


	43. Chapter 43: Salute

Chapter 43:

"We are gathered here today in the memory of a great man," Tony Stark said with pride as he stood in front of Avengers Mansion. He had disregarded his Iron Man attire, and wore a black suit in it's place. "A man who was way to stubborn to quit doing what he thought was right. Captain Steven Rodgers." A smattering of applause followed.

"Anyone who was lucky enough to have known Captain Rodgers will tell you that there is no finer man anywhere. He was the humblest of the humble, and the bravest of the brave."

"He was the kind of man who would be willing to risk life and limb for a complete stranger, regardless of age, race, gender or species. These are just a few of the many qualities that made Captain Rodgers a great man, worthy of our remembrance."

"But today, sadly we are in a world without Captain America. He has finally made his final sacrifice, to make the world just a little brighter. Hours ago, his will was found. It was simple, and to the point, much like Steve himself. His only wish was for all of us to forget the past and work together for a much brighter future. A future which he helped shape, but never got to see it come to fruition. His wish was for us in the Superhero community to stand tall together, as one."

"The Avengers have debated long and hard on how we feel we should honour his wishes, and we came to a decision. Expand our roster to include those who Captain America highly respected himself. And we were unanimous in our selection of our first three candidates."

"A man who has proven to us time and time again what it means to be truly loyal to your friends and family. No matter what the cost, he always stands by his friends and family, giving them his full support. John Storm, the Human Torch." Applause followed Johnny as he walked up the stairs and greeted Tony with a polite handshake, meanwhile his face was beaming with overjoy.

"A woman who has endured much hardship over the years at our expense, but when it came down to it, she never let it affect her way of life. Maybe we can all learn something from her, how to stand tall in our darkest hour. Shadow-spider." Cheers and calls of joy preceded Kitty's ascension of the stairs, where she took her place beside Johnny. Dead silence preluded the next portion of Tony's speech.

"And finally. A man who taught even the most powerful of us an important lesson: That with great power, there must also come even greater responsibility. A man who could see right from wrong clearly even when the rest of us where blind to the injustice around us. He showed us that we need to be held responsible for our actions, and how they affect the world around us. And how we are all human deep down inside."

More silence followed as the crowd waited for Tony to finish. "Spider-man." Thunder followed him as he walked up the steps to the Avengers Mansion and shook Tony's hand. Cameras flashed, people cheered.

_**Think it'll ever be the same? **_He asked Kitty. They had both been relieved who she showed no trace of the Phoenix force in her body, although Xavier had told them that their psychic connection would be much stronger than before, something neither of them minded.

They had both watched Ricochet give his wife and child a tearful goodbye. It broke Peter's heart to send them back, knowing that they wouldn't see him again, but they all knew what was right. He could still hear Mary-Anne's plea for him to stay, echoing in the back of his mind, haunting him.

Reid Richards had set up a sort of inter-dimensional telephone with the other universes, so that they could communicate when needed. Everyone had agreed, in the hopes of stopping something similar from happening in the future. "Or in the past," as Johnny had joked.

_**No, I know things won't be the same in our lives, **_Kitty replied as Tony pinned a medal on her chest.

_**What makes you so sure? **_He smiled as Tony placed a medal on his Chest and shook Peter's hand.

"It is now my pleasure to welcome the newest Avengers. And to inform them that they have all been awarded Champion status!" Tony cheered along with the onlookers.

_**Because I'm pregnant. **_


	44. Chapter 44: All is well

Chapter 44:

Nine Months later.

_**I think my water just broke**_

That one statement had been enough to send him into a frenzy. They had known that the baby would be coming any day now, so they had packed and moved into the Xavier institute for the week. But that wasn't preparation enough.

_**Okay... lets get you down to Hank. **_He replied as he gathered everything they might need. **_Probably best if we walk there. _**

_**Call my parents. **_She said with a hint of urgency. Her Parents had been staying in Bayville, a few miles away from the institute, so that they could be ready. They were supposed to be coming for a visit today already, so they might be on their way. He pulled out his phone as he supported Kitty down the stairs.

"She's coming," was all he needed to say to Theresa before he heard a wail of joy over the phone.

"OOOOOOHHHHHHHHHHhhhhhhhhh...She's coming fast," said Kitty as they reached the elevator and began their descent.

"Okay...breathe Kitty, breathe." he said as the door pinged open. "HANK!" He yelled down the hall. Several heads popped out of doors to see what was going on, and most of the faces smiled as they passed. "HANK!" He repeated.

"Here," said Hank as he bounded down the hall on all fours, "The infirmary is ready."

"GoooAAAAAAAAAAAAAHHHHHHHHHHH H!" Kitty screamed.

"Hurry," said Peter as he lead Kitty into the infirmary. He helped her onto the bed, meanwhile going over everything he had learned about childbirth in the last nine months.

"AAAAHHHHH!" She screamed in pain, arching her neck backwards on the bed.

"Breathe, Kitty, breathe," Peter said encouragingly as she gripped his hand with a vice-like grip.

"Where are mAAAAAAAHHHHHHHRRRRRGGGGGHHH HH!" She screamed again. "parents..."

"Right here, honey," said Theresa as she rushed into the room with her husband trailing behind her, carrying an armful of Baby-related items. "How far along is she?" Theresa asked Hank, who was monitoring Kitty's heartbeat, along with the baby's.

"Any minute now," Hank replied, "her first contraction was two minutes ago...last one was five seconds ago. Baby's in a big hurry. "

"HHHHAAAAAAAAAAAARRRRRRRRRRRG GGGGGGGGGGHHHHHHHHHHH!"

"Push, honey," said Carmen as he moved to Kitty's side. "Here, take my hand."

"Not a good idea," said Peter, "she'll crush it." Carmen realized this and removed his hand just before another contraction hit Kitty, and she squeezed Peter's hand tight. At that second, his phone rang, and he answered it.

"Not a good time, John," he said quickly.

"Trapster's been.." Johnny began.

"Baby's on the way." Peter grunted as he felt his hand being clamped again.

"On my way, be there in under a minute" said Johnny as Peter shut his phone. Johnny had requested to be in the vicinity of Bayville for the week, so he had stayed behind while the rest of the Fantastic Four explored the negative zone.

"It's crowning!" Theresa shouted. "Baby's in a big hurry. When I ha.." sh was cut off by a scream.

"AAAAAAAAAAAAAHHHHHHHHHHHHH!"

"Come on, Kitty, one more push. Come on..."

"FFFFFFFFFFFFFFFFFUUUUUUUUUUU -WWWWWWWWAAAAAAAAHHHHHHHHHHHH !" The last portion of Kitty's scream was mixed in with the wails of a baby. Soft silence followed as Theresa wrapped the tiny baby in a blanket.

"It's a girl," she said as she handed the bundle of blanket and Baby to her son-in-law, who took his first child with great care. She was asleep, curled inside the pink blanket. She let out a little hiccough and everyone in the room let out an 'aaaawwww' as Johnny rushed into the room, followed by Megan, Bobby, and Xavier. Peter also heard the distinct sound of heavy footsteps stopping just short of entering the room.

"Am I to Lat..." Johnny began, before being cut off by Theresa.

"What's her name?" Johnny asked. Both Peter and Kitty looked at each other, they'd kept this a secret from everybody until now.

"Everyone," said Peter, as he edged closer to were everyone was, "say hello to Mary-Anne Stephanie Parker-Pryde." He handed Mary-Anne over to Kitty, who cooed softly as Mary-Anne fell back to sleep.

"Where did the name Stephanie come from?" Carmen asked Peter softly, not wanting to wake his granddaughter up.

"From a very good man," Peter replied as he edged over to Johnny, who was in the midst of taking a picture.

"I promised Sue I'd snap a couple," said Johnny, "cause she really wanted to be here, but couldn't." After a pause, he added in, "How likely is she to develop powers? I mean, both of you.."

"Well, you'll just have to find out when you watch her every now and then," said Kitty softly.

"Why would I.." Johnny began.

"Be watching your goddaughter?" Peter smiled. Johnny's camera hit the floor as his hands and jaw dropped in downright shock.

"You...you can't be..." Johnny stammered.

"We are," said Kitty softly with a smile as she continued to rock her daughter to sleep. "You and Megan, we decided two months ago." Johnny practically skipped to the bedside.

"Hey there," he cooed, "say hi to Uncle Joh.."

"_Ah-cho!" _Went Mary-Anne in her sleep, her arms flexing involuntarily, sending a tiny string of webbing strait into Johnny's mouth, making everyone laugh.

"Well," said Johnny as he removed the tiny webbing strand from his mouth. "looks like she takes after her mom and dad."

Peter smiled as he drank in the sight before him. This was what he had always wanted. A family to call his own. He could feel the presence of his Aunt and Uncle, his parents and even Mary-Anne's middle namesake in the room with them. As Mary-Anne was passed from person to person, he realized that they were all responsible for this happening in some way. An interconnecting string of events that could have taken thousands of different roads. Serenity overcame him as Logan finally entered the room, attempting to both be silent and hide his true desire to see Mary-Anne beneath his usual, standard gruff appearance.

The whole room became even brighter as the tiny bundle of blankets was placed in Logan's arms. Mary-Anne yawned and stretched her tiny arms, closing her brown eyes and falling back to sleep, causing another "_aaaawwwwww," _to echo around the room.

"Welcome to the family," Peter whispered. All was well.

_**The End. **_

_**A/N: Opinions? I'd love to hear them. I'm also cooking up idea(s) for a Third, to be set 15-18 years in the future. And Am gonna be re-writing the original. **_


End file.
